Additional Conditions to the Obligations of Purchaser Sample Clauses
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the transactions contemplated by this Agreement are also subject to the fulfillment at or prior to the Closing of the following conditions, unless such conditions are waived in writing by Purchaser:
(a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date of Closing;
(b) the representations and warranties of Seller set forth in this Agreement shall be true and correct on the date of this Agreement and on the date of Closing;
(c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby;
(d) Seller and Resources shall have executed and delivered the Management and Incentive Fee Waiver Agreement in substantially the form attached hereto as Exhibit A;
(e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015;
(f) Resources, the Shares, and RHR’s assets, shall have been, or will be effective as of the time of Closing, released from any and all Liens, indebtedness, obligations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5);
(g) All employees of Resources shall have been, or will be effective as of the time of Closing, terminated or transferred to the payroll of Seller or another entity other than Resources;
(h) Purchaser shall have received such other documents and instruments as may reasonably be required by Purchaser to consummate the transactions contemplated by this Agreement; and
(i) Purchaser shall have completed, and in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilities.
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the First Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the First Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligation of Purchaser to consummate the purchase of the Acquired Assets and assumption by Purchaser of the Assumed Liabilities contemplated hereby is subject to the satisfaction, at or prior to the Closing, of each of the following additional conditions:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser and BIL to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the conditions set forth in this Section 6.3, any of which may be waived, in writing, exclusively by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Parent and Purchaser to effect the Merger are also subject to the following conditions:
(a) Parent, Purchaser and the Company shall have obtained such licenses, permits, consents, waivers, approvals, authorizations, qualifications, orders, actions and non-actions from all third parties, including governmental authorities and agencies, as are necessary for consummation of the Merger and the consummation of the Merger will not result in the loss of any Permit of the Company or any of its subsidiaries;
(b) The Company shall not have breached or failed to perform in any material respect any of its obligations in this Agreement or failed to comply in any material respect with any of its agreements or covenants in this Agreement;
(c) Each of the representations and warranties of the Company set forth in this Agreement that are subject to, or qualified by, any materiality qualification shall be true and correct and each such representations and warranties that is not so qualified shall be true and correct in all material respect, in each case at the date of this Agreement and as of the Effective Date, except as to each such representation or warranty which speaks as of a specific date which must be true and correct in the foregoing respects as of such date;
(d) No event, condition or change (or any development involving a prospective event, condition or change) shall have occurred or be threatened which has had or is reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole; and
(e) There shall not have occurred (i) any general suspension of, or limitation on prices for, trading in securities on any United States stock exchange, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity materially affecting the United States, (iv) any limitation by any governmental authority or any other event which is reasonably likely to affect the extension of credit by banks or other lending institutions, or (v) in the case of any of the foregoing existing at the date of this Agreement, any material acceleration or worsening thereof.
Additional Conditions to the Obligations of Purchaser. Subject to Sections 6.4(b) and 6.5, the obligations of Purchaser to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Purchaser:
(a) Accuracy of Representations and Warranties; Performance of Agreements. Seller shall have performed and complied in all material respects with all of its covenants in this Agreement required to be performed and complied with by it on or prior to the Closing Date. The representations and warranties of Seller in this Agreement shall have been true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or other concept of materiality) when made.
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and effect the Option Closing shall be subject to the satisfaction on or prior to the Option Closing Date of each of the following conditions, any of which may be waived, in writing, by Purchaser: