Conditions to Obligations of Clause Samples

Conditions to Obligations of the Buyer and the Merger Subsidiary. The obligation of each of the Buyer and the Merger Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions: (a) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company; (b) the representations and warranties of the Company set forth in the first sentence of Section 2.1 and in Section 2.3 and any representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date); (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Company shall have delivered to the Buyer and the Merger Subsidiary the Company Certificate; (f) the Buyer shall have received copies of the resignations, effective as of the Closing, of each officer and manager of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (g) the Buyer shall have received written acceptance of the Offer Letters by each of the Key Employees; (h) the Buyer shall have received a certificate, in the form attached hereto as Exhibit A, dated as of the date of this Agreement and s...

Conditions to Obligations of. Each Party to Effect the Merger. The respective obligations of each party to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, which to the maximum extent permitted by law may be waived in a written agreement of the Company and Parent (for itself or Merger Sub) (each such condition is solely for the benefit of the parties hereto and may be waived without notice, liability or obligation to any Person):

Conditions to Obligations of. Each Party to Effect the Closing. The respective obligations of each party to this Agreement to effect the Closing shall be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of each of the following conditions:

Conditions to Obligations of. CLASSIFIEDS2000 Classifieds2000's obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Classifieds2000, but only in a writing signed by Classifieds2000):

Conditions to Obligations of. OWNER PARTICIPANT AND SHIPOWNER

Conditions to Obligations of. Each Party Under this Agreement. The respective obligations of Sellers and the Buyer Parties to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by the parties hereto in their sole discretion, in whole or in part, to the extent permitted by applicable Law: (a) No Governmental Authority or Court shall have enacted, issued, promulgated, enforced or entered any Legal Requirement (whether temporary, preliminary or permanent) that is in effect and prohibits or renders illegal the transactions contemplated hereby. (b) The waiting period under any applicable competition Legal Requirements, as set forth in Schedule 3.05 to the Sellers' Disclosure Letter or Schedule 4.03 to the Buyer Parties' Disclosure Letter, shall have expired or been terminated.

Conditions to Obligations of. EACH PARTY. The respective obligations of each party to this Agreement to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions:

Conditions to Obligations of. TRANSFERRING ENTITIES -------------------------------------------------- All obligations of the Transferring Entities hereunder are subject to the fulfillment and satisfaction, prior to or at each Closing, of each and every one of the following conditions, any or all of which may be waived in whole or in part by BMI, provided that no such waiver will be effective unless it is set forth in a writing executed by BMI as of such Closing Date:

Conditions to Obligations of the Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the Merger is subject to the satisfaction or waiver by the Buyer of the following conditions: