Conditions to the Obligations of the Purchasers Clause Samples

Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Preferred Shares 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 Obligations of the Purchasers. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction as of the Closing of all of the following additional conditions precedent (any of which may be waived in whole or in part by Purchaser A in its sole discretion):

Conditions to the Obligations of the Purchasers. (a) Each Purchaser's obligation to purchase TSC Shares is subject to the fulfillment on or prior to the date hereof of the conditions set forth in this Section 6.1(a). (1) The representations and warranties made by TSC in Section 4, when read together with the Disclosure Letter, shall be true and correct in all material respects when made. (2) The TSC Shares shall have been approved for listing on NASDAQ. (3) TSC shall have entered into a Registration Rights Agreement, substantially in the form of Exhibit C (the "TSC Registration Rights Agreement"). (4) Purchasers shall have received an opinion of Sidley & Austin substantially in the form attached to Exhibit D-1. (v) Purchasers shall have received a copy of TSC's Restated Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware. (vi) Purchasers shall have received a certificate of good standing issued as of a recent date by the Secretary of State of the State of Delaware and the Secretary of State of the State of Illinois. (vii) Purchasers shall have received a certificate of the secretary of TSC, dated as of a recent date, as to (i) no amendments to the Restated Certificate of Incorporation of TSC since a specified date, (ii) the By-laws of TSC, (iii) the resolutions adopted by the Board of Directors of TSC authorizing the execution and performance of this Agreement and the transactions contemplated hereby and (iv) incumbency and signatures of the officers of TSC executing this Agreement and any ancillary agreement. Notwithstanding the failure of any one or more of the foregoing conditions, each Purchaser may proceed with the purchase of the TSC Shares without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that on or prior to the execution of this Agreement TSC delivers to Purchasers a written notice specifying in reasonable detail the failure of any of such conditions or the breach by TSC of any of the representations or warranties of TSC herein, and nevertheless such Purchaser proceeds with the purchase of the TSC Shares, such Purchaser shall be deemed to have waived for all purposes any rights or remedies it may have against the Sellers by reason of the failure of any such conditions or the breach of any such representations or warranties to the extent described in such notice.

Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to effect the Sale and to consummate the other Contemplated Transactions shall be subject to the satisfaction or waiver (as permitted by applicable Law), at or prior to the Closing Date, of the following additional conditions: (a) The Seller Parties shall have made the deliveries required pursuant to Section 2.11(b) and Section 2.11(g). (b) The Seller Parties shall have performed in all material respects all of their respective obligations hereunder required to be performed by them on or prior to the Closing Date. (c) The representations and warranties set forth in Section 4.3 (Capital Structure), Section 4.4 (Authority), Section 4.21 (Vote Required) and Section 4.22 (Brokers; Fees) shall be true and correct in all but de minimis respects at and as of the Effective Date and as of the Closing, as though made as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date). (d) Each of the other representations and warranties of the Seller Parties contained in Article 4 of this Agreement, without giving effect to materiality, Target Company Material Adverse Effect or other similar qualifications, shall be true and correct at and as of the Effective Date and at and as of the Closing as if made at and as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct have not and would not reasonably be expected to, individually or in the aggregate, have a Target Company Material Adverse Effect. (e) The representations and warranties set forth in Article 5 with respect to the Jersey Trust shall be true and correct in all respects at and as of the Effective Date and as of the Closing, as though made as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date). (f) No Target Company Material Adverse Effect shall have occurred since the Effective Date and be continuing on the Closing Date. (g) The Company shall have provided evidence reasonably satisfactory to the Purchasers that, effective as of the Closing Date, each Management Agreement has been terminated. (h) The Purchasers shall h...

Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Notes 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 Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Purchasers) as of the Closing Date of the following conditions: (i) The Merger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchasers, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of the Company made in this Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date. (iv) The Company and its subsidiary 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 Company and its subsidiary by the Closing Date. (v) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vi) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (vii) The Purchasers shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in for...

Conditions to the Obligations of the Purchasers. The obligations of each Purchaser under this Agreement are subject to the fulfillment, or the waiver by each purchaser, of the conditions set forth in this Section 6 on or before the Closing Date.

Conditions to the Obligations of the Purchasers. Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Purchasers to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing, or waiver by the Purchasers, of each of the following conditions:

Conditions to the Obligations of the Purchasers. The obligations ----------------------------------------------- of the Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to the Purchasers the opinion of counsel for the Company, dated the Closing Date, substantially in the form of Exhibit C. (b) The Company shall have furnished to the Purchasers the opinion of ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP, special counsel to the Company on regulatory matters, dated the Closing Date, to the effect that: (i) the statements in or incorporated by reference in the Final Memorandum under the headings "Risk Factors - Wireline Competition," "Risk Factors -Wireless Competition," "Risk Factors - PCS System Implementation Risks," "Risk Factors- Relocation of Fixed Microwave Licensees," "Risk Factors - Regulation," "Business - Business Strategy," "Business - Market Potential," "Business -Expansion of Certain Facilities-based Services," "Business - Wireless Services," "Business - Competition" and "Business - Regulation" fairly and accurately summarize the laws, case law, rules, regulations and orders of the Federal Communications Commission ("FCC") and the comparable state regulatory agencies or bodies with direct regulatory jurisdiction over telecommunications matters in the states in which the Company and any of the Subsidiaries provide intrastate services (the "State Regulatory Agencies") except for such changes with respect to such laws, case law, rules, regulations and orders which could not have a material adverse effect on the Company and, to the best knowledge of such counsel, the statements in or incorporated by reference in the Final Memorandum under the headings "Risk Factors - Dependence on Regional ▇▇▇▇ Operating Companies; US West Centrex Action," "Risk Factors - Refusal of US West to Improve its Processing of Service Orders," "Business- Current Products and Services" and "Business - Legal Proceedings" fairly and accurately summarize the legal proceedings set forth therein with respect to the US West Centrex Action (as defined in or incorporated by reference in the Final Memorandum) and the action against US West Comm...