Conditions to the Obligation of Buyer Clause Samples

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law: (a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date). (c) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement. (d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied. (e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a). (f) The Discontinued Locations shall have been transferred to one...

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions (any or all of which may be waived by Buyer at or prior to each Closing):

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Buyer) of each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of the Sellers contained in this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, shall be true and correct on and as of the Closing Date, except for any failure to be true and correct that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Each Seller shall have performed and complied with all covenants and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, to be performed or complied with by it on or prior to the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is in effect on the Closing Date and prohibits the consummation of the Closing. (d) The Bankruptcy Court shall have entered the Approval Order and such Approval Order shall not be subject to a stay pending appeal.

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the Closing shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) the availability, in the Buyer’s sole discretion, of sufficient funds to pay the Purchase Price and other costs associated with the Acquisition; (b) each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, with the same effect as if those representations and warranties had been made on and as of the Closing Date except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be so true and correct as of such date, and except to the extent the failure to be so true and correct would not be material; (c) Seller Entities shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by Seller Entities at or before the Closing; and (d) the results of any searches, surveys, tests or inspections conducted pursuant to Section 11.04 are, in the reasonable opinion of the Buyer, satisfactory.

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Seller shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing, including, without limitation, compliance with the provisions of Section 2.5; (b) the representations and warranties of Seller in this Agreement shall be true and correct in all material respects, as of the Closing Date with the same force and effect as though made at such time, except for changes contemplated by this Agreement; (c) Seller shall have furnished to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller to the effect that all conditions set forth in Sections 7.3(a) and (b) have been satisfied; and (d) Seller shall have obtained the consents listed on Exhibit E hereto. (e) Seller shall have executed a trademark assignment in the form of Exhibit F hereto.

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the Closing shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Seller contained 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 Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be so true and correct as of such date. (b) Seller shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by Seller at or before the Closing.

Conditions to the Obligation of Buyer. The obligation of Buyer to purchase the Purchased Assets shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions, each of which is for the benefit of Buyer and any one (1) or more of which may be waived by Buyer:

Conditions to the Obligation of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: 45 41 (a) Sellers and their Affiliates shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing Date; (b) the representations and warranties of the Cyanamid Companies in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made at such time; (c) Sellers shall have furnished to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer of each Seller to the effect that all conditions set forth in Sections 8.3(a) and (b) have been satisfied.

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the Transactions shall be subject to the satisfaction of each of the following conditions, any of which may be waived in writing by Buyer: (a) (i) the representations and warranties of Seller and the Company set forth in (A) Section 2.1 (Organization), Section 2.2 (Authority) (other than the last sentence of such section), Section 2.5 (Ownership of Interests), Section 3.1 (Organization) (other than the last sentence of such section), Section 3.2 (Authority) (other than the last sentence of such section), Section 3.5 (Interests; Capital Structure), Section 3.6 (Subsidiaries) and Section 3.22 (Brokers and Finders) shall be correct in all respects, (B) the first sentence of Section 3.11(b) (Regulatory Documents; Registrations) shall be correct in all material respects and (C) Section 3.21 (Affiliate Transactions) and Section 3.23(a) (Assets) shall be correct in all respects (determined without regard to any qualifications as to materiality or Company Material Adverse Effect), except for any failure(s) to be so correct that, individually or in the aggregate, is not and would not reasonably be expected to be material to the Company Group, taken as a whole, or the Business, taken as a whole, and (ii) the other representations and warranties of Seller and the Company set forth in Article II and Article III, respectively, of this Agreement shall be correct in all respects (determined without regard to any qualifications as to materiality or Company Material Adverse Effect), except for any failure(s) to be so correct that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, in each case of the foregoing clauses (i) and (ii), on the date hereof and on the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date (except for any representation or warranty made as of a specific date, which shall be so correct only as of such specific date); (b) each of Parent, Seller and the Company shall have performed and complied in all material respects with its covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) there shall not have been since the date of this Agreement any Company Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected ...