Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby shall also be subject to the satisfaction or waiver of each of the following conditions:
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the Transactions are subject to the satisfaction (or waiver by Purchaser) of the following additional conditions as of the Closing Date:
Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver by Purchaser, on or prior to the Closing Date, of each of the following conditions:
(a) (i) The representations and warranties set forth in Section 3.2 (Ownership of Acquired Shares), Section 4.3 (Capitalization), Section 4.13 (Real Property) (without regard to any “material,” “Material Adverse Effect” or other materiality qualifier), Section 4.16 (Material Contracts), Section 4.20 (Absence of Certain Changes) (without regard to any “material,” “Material Adverse Effect” or other materiality qualifier) and Section 4.21 (Circular 75 Registration) shall be true and correct on and as of the Closing Date, (ii) the representations and warranties set forth in Section 3.3 (Authorization) and Section 4.2 (Authorization) shall be true and correct on and as of the Closing Date in all material respects, (iii) the other representations and warranties of the Company set forth in this Agreement (without regard to any “material,” “Material Adverse Effect” or other materiality qualifier) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (iv) the other representations and warranties of Sellers set forth in this Agreement shall be true and correct on and as of the Closing Date in all material respects; provided, however, that in the event of a breach of a representation and warranty of the type described in this Section 7.2(a)(iii) by the Company, the condition set forth in this Section 7.2(a)(iii) shall be deemed satisfied unless the failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had, would have, or would reasonably be expected to have, a Material Adverse Effect;
(b) The Company and Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them respectively on or prior to the Closing Date;
(c) Purchaser shall have received a certificate of an executive officer of each of the Company and Sellers that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfied;
(d) From and after the date hereof, there shall have been no c...
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions:
Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion):
(a) the representations and warranties of the Sellers contained in Article IV of this Agreement (without giving effect to any Business Material Adverse Effect, or materiality qualifiers therein) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not individually or in the aggregate result in a Business Material Adverse Effect, and the representation in Section 4.6(b) shall be true and correct as of the Closing Date;
(b) the Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date;
(c) the Sellers shall have delivered to Purchaser a certificate executed by an officer of Honeywell that the conditions set forth in paragraphs (a) and (b) above have been satisfied;
(d) receipt of any and all Chinese Governmental Authority approvals of the transfer of HON China’s Equity Interest in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; and
(e) the Sellers shall have delivered to Purchaser those items set forth in Section 3.3(b), except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement).
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Purchaser) of the following additional conditions as of the Closing Date:
(a) Each of the Fundamental Representations of Sellers and the Company shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such Fundamental Representation speaks as of the date of this Agreement or any other specific date, in which case such Fundamental Representation shall be true and correct as of such date). Each of the other representations and warranties of Sellers and the Company set forth in ARTICLE IV and ARTICLE V (disregarding all qualifications as to materiality or Material Adverse Effect set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (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 shall be true and correct in all material respects as of such date).
(b) Each Seller and the Company shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by such Seller or the Company under this Agreement on or prior to the Closing Date.
(c) Since the date of this Agreement, there shall have been no Material Adverse Effect.
(d) Purchaser shall have received the Consents set forth on Schedule 9.2(d) in form and substance satisfactory to Purchaser.
(e) Any and all Liens on the Shares (other than restrictions on transfer imposed under applicable securities Laws) and any and all Liens (other than Permitted Liens) on the properties and assets of the Company shall have been terminated and released pursuant to documentation in form and substance reasonably satisfactory to Purchaser.
(f) Purchaser shall have received from Sellers and the Company each delivery required pursuant to Section 2.5.
(g) The amount, if any, of Tangible Net Equity finally determined, following reasonable negotiation where practicable, to be required by the DMHC to be maintained by the Company as of Closing in excess of Target Tangible Net Equity shall not exceed 400% of such Target Tangible Net Equity; provided, that Sellers shall have a reasonable opportunity to cure or provide for a...
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to close the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless Purchaser shall waive such fulfillment in whole or in part in writing:
(a) Seller shall have performed in all material respects its agreements, covenants and obligations contained in this Agreement which are required to be performed on or prior to the Closing;
(b) The respective representations and warranties of Seller set forth in this Agreement shall be true in all material respects as of the Effective Date and, as of the Closing Date as if made as of such time; and
(c) Purchaser shall have received from Seller a certificate executed by a duly authorized employee of Seller (in his or her capacity as such), dated as of the Closing Date, as to the satisfaction of the conditions in subsections (a) and (b) of this Section 5.3;
(d) Purchaser shall have received from Seller evidence that each of the Excluded Assets set forth on Schedule 2.l(h) shall not be owned by any of the Partnerships as of the Closing, and that neither the General Partner nor any Partnership shall be subject to any liabilities, contingent or otherwise, or obligations relating to or arising out of the Excluded Assets upon the Closing.
(e) Purchaser shall have received from Seller evidence that upon the Closing, (i) no persons shall remain employed by the General Partner or any of the Partnerships and (ii) no management, employment or similar agreement to which the General Partner or any of the Partnerships is a party or is otherwise bound shall be in effect.
Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to purchase and pay for the Shares at the Initial Closing or any Unassigned Assets at any Subsequent Closing shall be subject to the satisfaction (or waiver by Purchaser) at or prior to that Closing of each of the following conditions:
Additional Conditions to Obligations of Purchaser. The obligations of PURCHASER to consummate the transactions contemplated by this AGREEMENT are subject to the satisfaction, at or prior to the CLOSING, of each of the following conditions precedent, any one or more of which may be waived by PURCHASER:
Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver by Purchaser, on or prior to the Closing, as the case may be, of each of the following conditions:
(a) The representations and warranties of Seller set forth in Article III shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date except where such representations and warranties have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date.
(b) Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date.
(c) There has been no Material Adverse Effect since the date of this Agreement.
(d) Seller shall have delivered the documents and instruments set forth in Section 2 to Purchaser.
