Conditions to Obligation of Purchaser Sample Clauses

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and ▇▇▇▇▇▇ shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of ▇▇▇▇▇▇ contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by ▇▇▇▇▇▇ on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of ▇▇▇▇▇▇ by an officer of ▇▇▇▇▇▇ to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by...

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing of the following conditions:

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the transactions to be performed by each of them in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth in Article C above shall be true and correct in all material respects at and as of the Closing Date; (b) ▇▇▇▇▇▇ shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (c) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the rights of Purchaser to own the common shares; (d) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Purchaser; and Purchaser may waive any condition specified in this section if each Purchaser executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

Conditions to Obligation of Purchaser. The obligation of Purchaser to effect the transactions contemplated hereby is also subject to the fulfillment or written waiver (to the extent permitted by Applicable Law) by Purchaser, prior to the Closing of each of the following conditions:

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Acquisition is subject to the satisfaction or waiver by Purchaser, except as otherwise set forth below, at or prior to the Closing, of each of the following conditions:

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Acquisition is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of Seller in this Agreement set forth in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) shall be, except for any de minimis inaccuracies, true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) each of the other representations and warranties of Seller or any Seller Subsidiary in this Agreement or in any schedule or certificate delivered pursuant to this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect (provided, that for purposes of determining the accuracy of such representations and warranties in this clause (ii), all materiality and Business Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded). 101951134.15

Conditions to Obligation of Purchaser. The obligation of Purchaser to purchase the Acquired Assets is subject to the satisfaction at and as of the Closing of each of the following conditions:

Conditions to Obligation of Purchaser. The obligation of the Purchaser to purchase the Senior Preferred Stock at the Initial Closing Date and at the Supplemental Closing Date shall be subject to the satisfaction or waiver of the following conditions (provided, that, with respect to the Supplemental Closing, such obligation shall only be subject to the consummation of the Initial Closing, the consummation of the Recapitalization prior to June 30, 1999 and the satisfaction or waiver of the conditions set forth in Sections 5.1.1, 5.1.2, 5.1.4, 5.1.7, 5.1.8, 5.1.9, 5.1.12 and 5.1.13) on or before the applicable Closing Date: