Closing Conditions of the Buyer. The obligations of Buyer hereunder to complete the transactions provided for herein are subject, at the option of Buyer, to the fulfillment by the Warrantors (as the case may be) of each of the following conditions at or prior to the Closing, and each Warrantor shall use its best efforts to cause each such condition to be so fulfilled:
(a) Seller shall have delivered certificates representing the Shares and any and all other duly executed instruments of transfer and sold notes as shall be necessary or appropriate to convey, transfer, assign and vest in the Buyer all ownership, right, interest and title in fee simple, free of any obligations, liens, liabilities, encumbrances, security interests or charges in and to the Shares to be purchased hereunder;
(b) Each Warrantor shall have delivered copies of the resolutions of its Board of Directors, certified by its secretary, authorizing and approving this Agreement and the transactions contemplated hereby;
(c) Each Warrantor shall have delivered an officer's certificate stating that all of the representations and warranties contained herein shall be true and correct in all material respects on and as of the date of Closing, and that all of the terms, covenants and conditions of this Agreement to be complied with or performed by at or before the Closing shall have been duly complied with and performed;
(d) The Transaction Documents and all other documents referred to in this Agreement and the Transaction Documents which are required to be executed and delivered to Buyer at or prior to the Closing shall have been so executed and delivered to Buyer;
(e) one of the key employees of Parlex Shanghai named in Exhibit 5.2 (e)(i) and not more than 20% of the other employees of Parlex Shanghai named in Exhibit 5.2 (e)(ii) to this Agreement have rejected an employment offer by NewCo; provided, however, that in the event a key employee has so rejected an employment offer, such employee may be replaced by an individual with comparable professional experience no later than ten (10) days after the Closing Date and that such replacement is reasonably acceptable to Buyer. Buyer may provide written objections, if any, within five business days of receipt of such replacement employee's resume or curriculum vitae. In such event, Buyer will provide Seller with a brief description of the reason(s) for its objection(s). In the event Buyer does not provide written objections within such time period, they shall be deemed to have assent...
Closing Conditions of the Buyer. The obligations of the Buyer to consummate the sale and purchase of the Assets at the Closing shall be subject to the following conditions:
(a) The representations and warranties of the Sellers and the Principals shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date; provided, that representations and warranties that are qualified as to materiality shall be true and correct in all respects.
(b) Each of the Sellers and each of the Principals shall have complied with the covenants and agreements set forth herein that are to be performed or complied with by such Seller or such Principal on or before the Closing Date.
(c) Since April 30, 2014, there shall not have occurred a material adverse effect with respect to the Business, and no event shall have occurred or circumstance exist that, in combination with other events or circumstances, would reasonably be expected to have a material adverse effect. As used in this Agreement, the term “material adverse effect” means any event, occurrence, fact, condition or change that is reasonably expected to have an effect materially adverse on (i) the Business, results of operations, financial condition or assets of the Business, taken as a whole, or (ii) the ability of the Sellers or the Principals to perform this Agreement and consummate the transactions contemplated hereby.
(d) Each Seller and each Principal shall stand ready to make the deliveries or perform the actions required to be delivered or performed by such Seller and such Principal at the Closing.
Closing Conditions of the Buyer. The obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of the following closing conditions:
(i) Buyer obtains financing necessary to pay the Purchase Price;
(ii) the Sellers complete the closing deliveries set out in Section 1.2(f);
(iii) the representations and warranties of the Sellers shall have been true and correct when made and shall be true and correct as of the Closing with the same force and effect as if made as of the Closing;
(iv) any notice or approvals to or of any federal, state or foreign governmental authority with respect to the transactions contemplated hereby shall have been either filed or received;
(v) no preliminary or permanent injunction or statute, rule, regulation or order that would prohibit or restrain the consummation of the transactions contemplated hereunder shall be in effect and no Governmental Authority or other person or entity shall have commenced or threatened to commence an action or proceeding seeking to enjoin the consummation of such transactions or to impose liability on any of the Parties hereto in connection therewith; and.
(vi) the approval of the board of directors and, if necessary as determined by Buyer, the shareholders of the Buyer
Closing Conditions of the Buyer. The obligation of the Buyer to consummate the Closing shall be subject to the fulfillment (or written waiver by the Buyer, if permissible under applicable Legal Requirements) at or prior to the Closing of the following conditions:
8.2.1 The representations and warranties of the Seller set forth in Article 4 and of the Group Companies set forth in Article 5 shall be true and correct as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except where any failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect.
8.2.2 The Seller and the Group Companies shall have performed in all material respects all of the covenants required to be performed by them under this Agreement at or prior to the Closing (other than the covenants set forth in Sections 7.5 and 7.20).
8.2.3 No Material Adverse Effect shall have occurred from the date of this Agreement through the Closing.
8.2.4 The Buyer shall have received at or prior to the Closing each of the Closing deliveries set forth in Section 2.3.1 (other than as set forth in paragraph (a) thereof).
Closing Conditions of the Buyer. The obligation of the Buyer to consummate the Closing shall be subject to the fulfillment (or written waiver by the Buyer, if permissible under applicable Legal Requirements) at or prior to the Closing of the following conditions:
8.2.1. The Fundamental Representations of the Company and Sellers shall be true and correct in all but de minimis respects as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). The representations and warranties of the Sellers set forth in Article 4 and of the Company set forth in Article 5 (in each case other than such representations and warranties that are Fundamental Representations) shall be true and correct as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except where any failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect.
8.2.2. Each of the Sellers and the Company shall have performed in all material respects all of the covenants required to be performed by them under this Agreement at or prior to the Closing.
8.2.3. Since the Signing Date, no Material Adverse Effect shall have occurred.
8.2.4. No Effect has occurred that causes or gives rise to any “Key Person Event” (or similarly defined event) under any Material Fund’s constituent document.
Closing Conditions of the Buyer. The obligations of the Buyer to consummate the sale and purchase of the Assets at the Closing shall be subject to the following conditions:
(a) The representations and warranties of the Seller and the Principals shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date; provided, that representations and warranties that are qualified as to materiality shall be true and correct in all respects.
(b) The Seller and each of the Principals shall have complied in all material respects with the covenants and agreements set forth herein that are to be performed or complied with by the Seller or such Principal on or before the Closing Date.
(c) Since December 31, 2013, there shall not have occurred a Material Adverse Effect with respect to the Business. As used in this Agreement, the term “Material Adverse Effect” means any event, occurrence, fact, condition or change that is reasonably expected to have an effect materially adverse on (i) the Business, results of operations, financial condition or assets of the Business, taken as a whole, or (ii) the ability of the Seller or the Principals to perform this Agreement and consummate the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change arising out of or attributable to, directly or indirectly: (A) any change in economic or business conditions or industry-wide or financial market conditions generally, but only to the extent the Business is affected in a manner similar to other industry participants, (B) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (C) any changes in applicable laws or accounting rules or the enforcement, implementation or interpretation thereof, or (D) the announcement, pendency or completion of the transactions contemplated by this Agreement, excluding losses or threatened losses of employees.
