Conditions to Obligation to Close Sample Clauses

Conditions to Obligation to Close. (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above that are qualified as to their materiality or to the Knowledge of the Seller shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement); (ii) the Seller and the Company shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (iv) the Seller shall have delivered to the Purchaser a certificate to the effect that the conditions specified above in Section 9(a)(i) and (ii), as they pertain to the Seller, have been satisfied in all respects; (v) the Seller shall have delivered to the Purchaser a certificate to the effect that the conditions specified above in Section 9(a)(i) and (ii), as they pertain to the Company, have been satisfied in all respects; (vi) the Seller shall have delivered to the Purchaser all of the items under Section 2(f) herein; and (vii) there shall be no payables or receivables between the Seller and the Company or between Affiliates of the Seller and the Company. (viii) the Purchaser shall have obtained financing to implement the transactions provided for in this Agreement and to provide sufficient working capital on such terms and conditions as are acceptable to the Purchaser, and the Purchaser shall have satisfied all of the conditions precedent to acquisitions under WinsLoew Furniture, Inc.'s line of credit with Fleet. (ix) all consents, waivers, exemptions, governmental approvals, regulatory approvals and other actions that are necessary in connection with the consummation of the transactions contemplated by this Agreement, shall be in full force and effect on the Closing Date. (x) the Purchaser shall have received f...

Conditions to Obligation to Close. 10.1 Conditions to Each Party's Obligation. The respective obligations of American Spectrum or the Operating Partnership, the Partners or Members and the Merging Entity to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following conditions, which conditions may be waived upon the written consent of American Spectrum or the Operating Partnership and the Partners or Members:

Conditions to Obligation to Close. (a) Conditions to Obligation of the Buyer (b) Conditions to Obligation of the Seller

Conditions to Obligation to Close. Section 8.01

Conditions to Obligation to Close. 26 7.1 Conditions to Obligation of the Buyer....................................................... 26 7.2 Conditions to Obligation of the Seller...................................................... 27

Conditions to Obligation to Close. All proceedings to be taken and all documents to be exchanged and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously unless otherwise provided in this Agreement, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed, and delivered.

Conditions to Obligation to Close. 6.1. Conditions to Obligations of the Buyer 6.2. Conditions to Obligations of the Sellers

Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions: (a) A ▇▇▇▇ of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.

Conditions to Obligation to Close. 44 (a) Conditions to Buyer's Obligation..........................................................................44 (b) Conditions to Sellers' Obligation.........................................................................45