Additional Conditions to the Obligations of the Seller Sample Clauses

Additional Conditions to the Obligations of the Seller. The obligations of the Seller to complete and effect the Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived (except as may be prohibited by applicable Law), in writing, by the Seller:
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Additional Conditions to the Obligations of the Seller. The obligation of the Seller to effect the Acquisition is also subject to each of the following conditions, unless waived by the Seller: 9.2.1 The Buyer shall in all material respects have performed each obligation to be performed by it hereunder on or prior to the Closing Date. 9.2.2 The representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. 9.2.3 The Seller shall have received a written opinion from Xxxxxx Xxxxxxxx LLP in form and substance reasonably satisfactory to it, to the effect that the Acquisition should constitute a reorganization within the meaning of Section 368 of the Code and such opinion shall not have been withdrawn. In rendering such tax opinion, Xxxxxx Xxxxxxxx LLP shall be entitled to rely on the tax representation letters referred to in Section 8.5.
Sample 1Sample 2
Additional Conditions to the Obligations of the Seller. The obligations of the Seller are subject to fulfilment (or written waiver by the Purchaser) at or prior to the Completion Date of each of the following conditions precedent:
Sample 1
Additional Conditions to the Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by the Closing shall be subject to the fulfillment, or waiver by the Seller, on or prior to the Closing Date, of each of the following additional conditions: (i) All representations and warranties of GenTek and the Buyer contained in this Agreement shall be true and correct in all material respects when made and at and as of the Closing Date, as if made at and as of the Closing Date. (ii) GenTek and the Buyer shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by them on or prior to the Closing Date.
Sample 1
Additional Conditions to the Obligations of the Seller. The obligation of the Seller to sell the Assets at the Closing shall be subject to the satisfaction of the following conditions (in addition to the condition specified in Section 6.1 hereof) at or prior to the Closing: (a) the representations and warranties of Parent and the Purchaser contained in this Agreement shall be true and correct in all respects, as of the date of this Agreement and, except for any such representations and warranties which are made as of a particular date other than the date hereof and the Closing Date, as of the Closing with the same force and effect as though made on and as of the Closing Date; * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Parent and the Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed by each of them hereunder at or prior to the Closing;
Sample 1
Additional Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the transactions in accordance with this Agreement shall also be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions: (i) Each of the representations and warranties of the Buyer contained in Article 5 hereof shall be accurate in all material respects at and as of the Closing Date as if made on the Closing Date, other than (A) those representations and warranties that refer to or speak as of a certain date and (B) those representations and warranties which have been rendered inaccurate by changes contemplated by this Agreement. (ii) The Buyer shall have each performed in all material respects all of those obligations, and shall have complied in all material respects with those covenants, required to be performed or met at or prior to the Closing Date. (iii) Any and all waivers, consents or approvals which are listed on Schedule 5.3 hereto shall have been obtained. (iv) The Buyer shall have executed and delivered the Escrow Agreement to the Seller and the Escrow Agent. (v) The Buyer shall have executed and delivered the Transition Services Agreement to Herald Media and Boston Herald. (vi) The Buyer shall have executed and delivered the Online Services Agreement to Herald Media and the Herald Interactive.
Sample 1

Related to Additional Conditions to the Obligations of the Seller

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger 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 the Company:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the 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 the Company:

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!