Conditions to Obligations of the Purchaser Clause Samples
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Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Purchaser. Unless waived in writing by the Purchaser, the obligation of the Purchaser hereunder to consummate the Transactions is subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:
(a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only).
(b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.
(c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement.
(d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.
(e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser.
(f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.
Conditions to Obligations of the Purchaser. In addition to the conditions specified in Section 8.1, the obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Purchaser) of the following conditions:
Conditions to Obligations of the Purchaser. In addition to the conditions specified in Section 6.1, the obligations of the Purchaser and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Purchaser) of the following conditions:
Conditions to Obligations of the Purchaser. The obligations of the Purchaser under this Agreement are subject, at the option of the Purchaser, to the following conditions:
Conditions to Obligations of the Purchaser. Each Purchaser's obligation to purchase the Shares at the Closing is subject to the fulfillment, at or prior to such Closing, of all of the following conditions:
Conditions to Obligations of the Purchaser. The Purchaser's obligation to purchase and pay for the Shares and the Warrants on the Closing Date shall be subject to the satisfaction on or before the Closing Date of the following conditions:
Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Closing shall be subject to the prior fulfillment of each of the following conditions:
Conditions to Obligations of the Purchaser. The obligation of the Purchasers to purchase the Stock is subject to the fulfillment on or prior to the Closing Date of each of the following conditions: