Conditions Precedent to Obligations of the Purchaser Clause Samples

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part in its sole discretion):

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 1...

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to purchase the Shares is subject to the satisfaction or waiver by the Purchaser, at or prior to the Closing, of each of the following conditions:

Conditions Precedent to Obligations of the Purchaser. All -------------------------------------------------------- obligations of the Purchaser under this Agreement are subject to the fulfillment, prior to or at the Closing, of the following conditions which must be satisfied as herein specified:

Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to the Closing are subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Sellers contained herein shall be true and correct in all respects as of the Trade Date and the Settlement Date. (b) The Sellers shall have complied in all respects with all of the Sellers’ covenants and agreements contained herein to be performed by the Sellers on or prior to the Settlement Date.

Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. Upon Closing, all conditions not satisfied shall be deemed to have been waived:

Conditions Precedent to Obligations of the Purchaser. Unless waived, in whole or in part, in writing by The Sellers, the obligations of The Purchaser hereunder are subject to the fulfillment at or prior to closing, and subject to the following conditions.

Conditions Precedent to Obligations of the Purchaser. The obligations of Purchaser under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of Purchaser in its sole discretion: (a) All representations and warranties of the Company and its Subsidiaries in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true, complete and correct in all respects (with respect to representations and warranties qualified or limited by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties not so qualified or limited), in each case when made and on and as of the Closing Date as if made on and as of the Closing Date, other than any such representations or warranties that expressly speak only as of an earlier date, which shall be true, complete and correct in all respects (with respect to representations and warranties qualified or limited by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties not so qualified or limited), as of such earlier date. (b) All of the terms, covenants and conditions to be complied with and performed by the Company or its Subsidiaries on or prior to the Closing Date shall have been complied with or performed in all material respects. (c) Purchaser shall have received a certificate or certificates, dated as of the Closing Date, executed on behalf of the Company, by an authorized executive officer thereof, certifying in such detail as Purchaser may reasonably request that the conditions specified in this Section 5.1 have been fulfilled. (d) The waiting period under the HSR Act, Investment Canada Act, the Canadian Competition Act or any other applicable competition, merger, control, antitrust Law or similar Law shall have expired or terminated, and any other Governmental Authorities whose consent is required for consummation of the transactions contemplated hereby (including without limitation the applicable regulatory body of Canada or any province or other territorial unit thereof) shall have issued all Consents required for the transactions contemplated hereby, and no condition or requirement unacceptable to Purchaser in its sole discretion shall be imposed on or required of Purchaser or any of its Affiliates as a result of or as a ...

Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or prior to the Closing Date shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which condition may be expressly waived in writing by Purchaser.