Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Closing are further subject to the satisfaction or (to the extent permitted by applicable Law) waiver by the Purchaser at the Closing of the following additional conditions:
Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived by the Purchaser in writing in its sole discretion without notice, liability or obligation to any Person):
(i) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date). Seller shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing.
(ii) DDGG shall have received each of the deliveries required to be made by Seller to DDGG pursuant to Section 4.3.
(iii) There shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.
Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Transaction shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Purchaser:
Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the transactions contemplated hereby are subject to satisfaction or waiver of the following additional conditions:
Additional Conditions to Obligations of the Purchaser. The obligation of the Purchaser to effect the Transaction is also subject to the satisfaction or the waiver by the Purchaser of the following conditions on the Closing Date:
(i) the representations and warranties of the Company and the Subsidiary set forth in this Agreement and the Collateral Documents shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except for such misstatements or omissions which, individually or in the aggregate, would not have a Material Adverse Effect on the Subsidiary, (ii) the Company and the Subsidiary shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by them on or before the Closing, (iii) the Company and the Subsidiary shall have delivered to the Company and the Subsidiary a certificate to such effect dated the Closing Date signed on behalf of each of the Company and the Subsidiary by its President, which certificate shall be in form and substance reasonably satisfactory to the Purchaser and (iv) Xxxxxx Xxxxxxxx LLP shall have delivered its opinion in form and substance reasonably satisfactory to the Purchaser confirming the accuracy of the matters set forth in Sections 5.1 (first sentence only), 5.3, 5.4(a)(i) and (ii) and 5.4(b) of this Agreement (it being understood that no opinion shall be required with respect to regulations administered by any state or federal food and drug administrative agency);
8.3.2. the Purchaser shall have been provided with the originally-executed documents, agreements and instruments required to be delivered by the Company and the Subsidiary pursuant to this Agreement and pursuant to each of the Collateral Documents, including, but not limited to, a Secretary's and incumbency certificate, a xxxx of sale for the tangible portion of the Purchased Assets, an assignment and assumption agreement, an omnibus intellectual property assignment, a patent assignment, the Escrow Agreement and a FIRPTA affidavit of the Subsidiary stating that the Subsidiary is not a foreign person;
8.3.3. The Purchaser shall have been named as an additional insured on the Company's and the Subsidiary's product liability insurance policies in effect on the Closing Date; and
8.3.4. the Purchaser shall have received a wire transfer of the cash and cash equivalents of the Subsidiary on hand as of the Closing Date, less the Excluded Cash.
Additional Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of the Vendor set forth in Section 5 of this Agreement (i) that are qualified by the words “material” or “material adverse effect” shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date and (ii) that are not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except in any such case (x) for changes contemplated by this Agreement, and (y) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall remain true and correct (in all material respects, as the case may be) as of such date; and
(b) The Vendor shall in all material respects have performed or complied with each obligation and covenant to be performed or complied with by the Vendor hereunder on or prior to the Closing Date.
Additional Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the Transactions on the Closing Date is subject to the satisfaction (or waiver by the Purchaser), at or prior to the Closing, of the following conditions:
(a) (i) The representations and warranties (other than the Fundamental Representations) set forth in Section 3 (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein) shall be true and correct on the date hereof and on the Closing Date as though made at each such time (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such earlier date), except in each case to the extent that the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct in all respects on the date hereof and on the Closing Date as though made at each such time (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such earlier date).
(b) The Seller shall have performed and complied in all material respects with the agreements and conditions required by this Agreement to have been performed or complied with by it prior to or at the Closing.
(c) There shall not have occurred any Material Adverse Effect since the date hereof.
(d) The Release Agreement, Theravance Biopharma EPA, Master Consent and Theravance Master Consent shall have been executed and delivered by the counterparties thereto and remain in full force and effect in the form attached to this Agreement.
(e) The Asset Distribution shall have been completed.
(f) The Purchaser shall have received a certificate dated as of the Closing Date from the Seller, in a form reasonably satisfactory to the Purchaser, certifying that the conditions specified in Sections 6.2(a), 6.2(b), 6.2(c) and 6.2(e) have been fulfilled.
(g) The closing of the Theravance Biopharma Transaction shall have been consummated.
Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Parent Merger, the Bank Conversion and the Subsidiary Merger are also subject to the satisfaction or written waiver at or prior to the Parent Effective Time of the following conditions:
Additional Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Purchaser) at or prior to the Closing of the following conditions:
(a) The Seller shall have performed and complied in all material respects with the agreements and conditions required by this Agreement to have been performed or complied with by it prior to or at the Closing.
(b) The Purchaser shall have received a certificate dated as of the Closing Date from the Seller certifying that the condition specified in Section 6.1(b) and Section 6.2(a) has been fulfilled.
Additional Conditions to Obligations of the Purchaser. The ----------------------------------------------------- obligations of the Purchaser to effect the Merger are subject to the satisfaction of each of the following conditions, any of which may be waived in writing exclusively by the Purchaser:
(a) Representation and Warranties; Absence of Changes. The ------------------------------------------------- representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Effective Time as though made on and as of the Effective Time, except for (i) changes contemplated by this Agreement and (ii) where the failure to be so true and correct would not be reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect upon the consummation of the transactions contemplated hereby. Since the date of this Agreement, there shall have been no change in the business, results of operations, financial condition or business prospects of the Company or the Company Subsidiaries that is having, has had or reasonably could be expected to have a Material Adverse Effect on the Corporation. The Purchaser shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect, it being understood that such certificates are being delivered by them in their capacities as officers of the Company and that such individuals assume no personal liability with respect thereto.
