Conditions to the Obligation of the Purchaser Sample Clauses

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables is subject to the satisfaction of the following conditions:

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”). (b) The Competition Act Clearance shall have been obtained. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; and (d) since the date of this Agreement, no Material Adverse Effect shall have occurred.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to purchase the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to purchase and pay for the Convertible Debentures being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

Conditions to the Obligation of the Purchaser. Notwithstanding anything ---------------------------------------------- herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfillment of the condition that at or prior to the Closing Date the representations and warranties of the Vendor contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date (regardless of the date as of which the information in this Agreement or in any Schedule or other document made pursuant hereto is given), and the Vendor covenants to use its best efforts to ensure that such is fulfilled.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of each Seller contained in Article III shall be true shall be true and correct in all respects, if qualified by materiality, and shall be true and correct in all material respects, if not qualified by materiality, at and as of the Closing Date with the same effect as though made at and as of such time. Each Seller shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with by it at or before the Closing Date. (b) All of the Conditions to Obligations of the Parties and Conditions to Obligations of the Parent set forth in Sections 9.2 and 9.4, respectively, of the Master Agreement shall have been satisfied or waived. (c) CICC shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by its President, Executive Vice President or a Senior Vice President, as to the fulfillment of the conditions set forth in Section 5.1(a), 5.1(b), it being understood that such certificate shall be deemed to have been delivered only in such officer’s capacity as an officer of CICC (and not in his or her individual capacity) and shall not entitle any party to assert a claim against such officer in his or her individual capacity.

Conditions to the Obligation of the Purchaser. TO CLOSE ------------------------- The obligation of the Purchaser to purchase the Preferred Shares, to pay the Purchase Price at the Closing and to perform any of its obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the Closing Date:

Conditions to the Obligation of the Purchaser. SECTION 4.01 Conditions to the Obligation of the Purchaser with Respect to the First Closing and the Second Closing. The obligation of Purchaser to purchase and pay for the Securities being purchased by it on the First Closing Date and the Second Closing Date is, at its option, subject to the satisfaction, on or before such date, of the following conditions: