Conditions to Obligations of Transferor Clause Samples

Conditions to Obligations of Transferor. The obligation of Transferor to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by Transferor), on or prior to the Closing Date, of the following additional conditions, which the Company agrees to use reasonable good faith efforts to cause to be fulfilled.

Conditions to Obligations of Transferor. The obligations of the Transferor under this Agreement to enter into and complete the Closing are subject to the following condition precedent:

Conditions to Obligations of Transferor. The obligations of Transferor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Transferor’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Acquiror contained in Section 5.01, Section 5.02 and Section 5.04, the representations and warranties of Acquiror contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Acquiror Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Acquiror Material Adverse Effect) on and as of the Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Acquiror contained in Section 5.01, Section 5.02 and Section 5.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Acquiror shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Acquiror shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Transferor at or prior to the Closing. (e) Acquiror shall have delivered to Transferor the Acquisition Consideration and duly executed counterparts to the Transaction Documents (other than this Agreement) to which Acquiror is a party and such other documents and deliveries set forth in Section 3.02(b). (f) Transferor shall have received a certificate, dated the Closin...

Conditions to Obligations of Transferor. The obligations of Principal Transferor and Transferor hereunder are subject to the fulfillment of all of the following conditions precedent unless such fulfillment is waived in writing by Principal Transferor, subject to the limitations contained herein, as the case may be:

Conditions to Obligations of Transferor. The obligations of --------------------------------------- each party in its capacity as Transferor to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction or waiver by such party in writing to the extent permitted by applicable Legal Requirements at or prior to the Closing Date, of each of the following conditions: 9.3.1. All representations and warranties of the other party contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for changes permitted or contemplated by this Agreement. 9.3.2. The other party in all material respects has performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by it at or prior to the Closing. 9.3.3. The other party has executed and delivered to such party in its capacity as Transferor an assumption agreement in the form set forth in Exhibit G. --------- 9.3.4. The other party has delivered to such party the following: (i) a certificate dated the Closing Date, signed by an executive officer of each of the entities comprising the other party without personal liability, stating that to his or her knowledge, the conditions set forth in Sections 9.3.1 and 9.3.2, are satisfied and (ii) such other documents as such party may reasonably request in connection with the transactions contemplated by this Agreement.

Conditions to Obligations of Transferor. The obligation of Transferor to complete the transfer of the Assets and the EMS Operations on the Closing Date is, at its option, subject to the satisfaction of each of the following conditions:

Conditions to Obligations of Transferor. The obligations of Transferor hereunder to transfer the Interests are subjected to the fulfillment, at or before the Execution Date, of each of the following conditions (all or any of which may be waived in whole or in part by Transferor in its sole discretion).

Conditions to Obligations of Transferor. ‌ The obligations of Transferor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Transferor’s waiver, at or prior to the Closing, of each of the following conditions: 7.3.1. The representations and warranties of Transferee contained in Article 5 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of the Closing Date with the same effect as though made at and as of such date. 7.3.2. Transferee shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. 7.3.3. Transferee shall have delivered to Transferor duly executed counterparts to the Transaction Documents and such other documents and deliveries set forth in Section 3.2.3.