Conditions to Obligation of Lender Clause Samples

Conditions to Obligation of Lender. The obligation of Lender to consummate the transactions to be performed by it in connection with the Initial Closing and each Subsequent Closing, except as otherwise set forth in this Section 8(a), is subject to satisfaction of the following conditions:

Conditions to Obligation of Lender. The obligation of Lender to consummate the transactions contemplated hereunder is subject to the satisfaction or waiver by Lender of the following conditions: (a) The representations and warranties of Borrower set forth in this Agreement will be true and correct in all respects as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Borrower to consummate the Divestiture and the other transactions contemplated by this Agreement. (b) Borrower will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on TOT or materially adversely affect the ability of Borrower to consummate the Divestiture or perform its other obligations hereunder. (c) Lender shall have received the Release duly executed by Borrower.