Closing Conditions of Seller. The obligations of Seller to consummate the Contemplated Transactions shall be subject to the fulfillment, at or prior to the Closing, of the following conditions: 4.3.1 the representations and warranties of Buyer made in this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to materiality set forth therein) has not materially impaired and would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the Contemplated Transactions; 4.3.2 Buyer shall have complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; 4.3.3 there is no pending or, to the Knowledge of Buyer, threatened Proceeding by or against Buyer seeking to prevent or delay the consummation of the Contemplated Transactions; 4.3.4 this Agreement and the consummation of the Contemplated Transactions shall have been duly approved by the board of directors of Buyer; and 4.3.5 Buyer shall have delivered to Seller: .1 the portion of the Purchase Price payable at the Closing as set out in Section 3.2.1; .2 a certificate of the President of Buyer certifying as to the matters set forth in Section 4.3.1, 4.3.2 and 4.3.3; and .3 such other documents as Seller may reasonably request.
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Samples: Asset Purchase Agreement (Aquinox Pharmaceuticals, Inc), Asset Purchase Agreement (Aquinox Pharmaceuticals, Inc)
Closing Conditions of Seller. The obligations obligation of Seller to consummate the Contemplated Transactions transactions contemplated by this Agreement shall be subject to the fulfillmentand conditioned upon satisfaction, or waiver by Seller, at or prior to before the Closing, Closing of each of the following conditions:
4.3.1 (a) All of the covenants and agreements contained in this Agreement to be complied with and performed by Buyer on or before the Closing shall have been complied with and performed in all material respects, and Buyer shall not be in breach of any such covenant or agreement and shall have delivered on the Closing Date to Seller all of the documents and instruments which are required to have been delivered by it on the Closing Date.
(b) All representations and warranties of Buyer contained in or made in pursuant to this Agreement or any other instrument or agreement to be delivered in connection herewith shall be true true, correct and correct both when complete in all material respects as of the Closing Date as if made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. date, except where the failure to be so true and correct .
(without giving effect to any limitation or qualification as to materiality set forth thereinc) has not materially impaired and would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the Contemplated Transactions;
4.3.2 Buyer shall have complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing;
4.3.3 there is no pending or, to the Knowledge of Buyer, threatened Proceeding by or against Buyer seeking to prevent or delay the consummation of the Contemplated Transactions;
4.3.4 this Agreement and the consummation of the Contemplated Transactions shall have been duly approved by the board of directors of Buyer; and
4.3.5 Buyer shall have delivered to Seller:
.1 Seller a certificate, dated the portion Closing Date, executed by a responsible officer of Buyer and certifying to the satisfaction of the Purchase Price payable at conditions specified in Sections 12.1 (a) and (b) hereof.
(d) The Stockholder Approval shall have been obtained.
(e) No order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing as set out in Section 3.2.1;
.2 a certificate Date which restricts or prohibits the consummation of the President transactions contemplated by this Agreement.
(f) Buyer shall have delivered to Seller copies of all necessary corporate resolutions of Buyer certifying as authorizing the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby, certified to be true, correct, complete, unchanged and in full force and effect on the matters set forth in Section 4.3.1, 4.3.2 and 4.3.3; and
.3 such other documents as Seller may reasonably requestClosing Date by the Secretary or an Assistant Secretary of Buyer.
Appears in 1 contract
Closing Conditions of Seller. The obligations of Seller to consummate the Contemplated Transactions transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
4.3.1 (a) Other than the representations and warranties of Buyers contained in Section 4.01 and Section 4.03, the representations and warranties of each Buyer made contained in this Agreement Agreement, the other Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct both when made in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of each Buyer contained in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. date, except where the failure to be so true and correct .
(without giving effect to any limitation or qualification as to materiality set forth thereinb) has not materially impaired and would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the Contemplated Transactions;
4.3.2 Buyer Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Ancillary Documents to be performed or complied with by it prior to or at on the Closing;Closing Date.
4.3.3 there is no pending or, to the Knowledge of Buyer, threatened Proceeding by or against Buyer seeking to prevent or delay the consummation of the Contemplated Transactions;
4.3.4 this Agreement and the consummation of the Contemplated Transactions shall have been duly approved by the board of directors of Buyer; and
4.3.5 Buyer (c) Buyers shall have delivered to Seller:Seller the deliverables pursuant to Section 2.02(b).
.1 the portion (d) The closing of the Purchase Price payable at the Closing as set out in Section 3.2.1;
.2 a certificate of the President of Buyer certifying as to the matters transaction set forth in Section 4.3.1, 4.3.2 and 4.3.3; and
.3 such other documents as Seller may reasonably request7.02(h) shall be consummated simultaneously with the Closing of this transaction.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)
