Common use of Closing Conditions of the Buyer Clause in Contracts

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 assented to the hiring; (f) The Companies have not experienced a Material Adverse Effect and the representations and warranties of the Warrantors contained herein shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date; (g) Each of Seller and its Affiliates shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; (h) Seller and its Affiliates shall have obtained approval of the environmental assessment report for NewCo by the Environmental Bureau in PRC and have executed all relevant documentation as set forth in Exhibit in 5.2(h) in respect of the transfer of the Business from Parlex Shanghai to NewCo, such documentation to be provided to Buyer's reasonable satisfaction not less then five (5) Business Days prior to Closing; (i) Seller, Parlex Corporation and its Affiliates shall have obtained all material consents, approvals, orders, permits or other authorizations required in respect of the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein; (j) No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (k) HoldCo did not authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of any class or any other securities of, or other ownership interests in HoldCo; (l) HoldCo did not increase or reduce the registered capital and total investment amount of NewCo; and (m) Seller shall provide Buyer with a legal opinion from the PRC law firm Siway & Seaway, 14th Floor, Panorama Mansion, 53 HuangPu Road, Bund, 200080 Shanghai P.R. China in the foxx xxxxxxxx xxxx xx xx Xxxxxxx 0.0(x)(i) and a legal opinion from the Hong Kong law firm of Morrison & Foerster , in the form attached hereto as Exhibit 0.0(x)(ii).

Closing Conditions of the Buyer. The obligations of the Buyer hereunder to complete effect the transactions provided for herein are subject, at the option of Buyer, contemplated hereby shall be subject to the fulfillment by the Warrantors (as the case may be) of each of the following conditions at conditions, any one or prior to more of which may be waived by the Closing, and each Warrantor shall use its best efforts to cause each such condition to be so fulfilledBuyer: (a) Seller shall have delivered certificates representing the Shares Each representation 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 warranty 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 Seller set forth in Article V that all of the representations and warranties contained herein is qualified as to materiality shall be true and correct in all material respects on (including such materiality limitation) and as each other representation and warranty 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 Seller set forth 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 assented to the hiring; (f) The Companies have not experienced a Material Adverse Effect and the representations and warranties of the Warrantors contained herein Article V shall be true and correct in all material respects, in each case as of the date of this Agreement hereof and as of the Closing Date as if made as of the Closing Date. (b) The Seller shall have performed and complied with all of its covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing. (c) The Seller shall have delivered to the Buyer a certificate (the “Seller Certificate”) signed by a duly authorized officer of the Seller on behalf of the Seller to the effect that each of the conditions specified in Sections 9.3(a) and (b) and Section 9.1(a) (insofar as Section 9.1(a) relates to an Order or Proceeding against the Seller) have been satisfied. (d) All documents required to have been delivered by the Seller to the Buyer at or prior to the Closing shall have been delivered, and all actions required to have been taken by the Seller at or prior to the Closing shall have been taken. (e) As of the Closing Date, the Buyer shall have received from the Seller the following documents: (i) certificates of existence of the Seller from its state of incorporation, each as of a date reasonably close to (and in no event more than twenty days prior to) the Closing Date; (gii) Each a copy of the resolutions of the Board of Directors of the Seller authorizing the execution and delivery by the Seller of this Agreement and all instruments and documents to be delivered by the Seller in connection herewith, and the consummation by the Seller of the transactions contemplated hereby and thereby, certified by the Secretary of the Seller; and (iii) a certificate from the Secretary of the Seller as to the incumbency and signatures of its Affiliates officers who will execute documents at the Closing or who have executed this Agreement. (f) The Buyer shall have performed or complied in all material respects with its agreements and covenants required received an opinion from counsel to be performed or complied with under this Agreement as of or prior to the Seller, dated the Closing Date;, in form and substance acceptable to the Buyer, addressing the matters set forth on Exhibit 9.3(f). (g) The Buyer shall have received from at least fifty percent (50%) of the Employees (exclusive of the Employees listed on Schedule 7.7(a)) who have accepted employment with the Buyer an Employee Consent substantially in the form attached as Exhibit 9.3(g). (h) Seller and its Affiliates shall have obtained approval All of the environmental assessment report for NewCo by the Environmental Bureau in PRC third party consents and have executed all relevant documentation as Governmental Filings set forth in Exhibit in 5.2(hSchedule 9.3(h) in respect of the transfer of the Business from Parlex Shanghai to NewCoshall have been obtained or made, such documentation to be provided to Buyer's reasonable satisfaction not less then five (5) Business Days prior to Closing;as applicable. (i) Seller, Parlex Corporation and its Affiliates No Material Adverse Effect shall have obtained all material consents, approvals, orders, permits or other authorizations required in respect occurred since the date of the execution, delivery and performance execution of this Agreement and the Transaction Documents and the consummation of the transactions Agreement, other than as contemplated herein and therein;on Schedule 7.2. (j) No legal proceeding The Buyer shall be pending wherein an unfavorable judgmenthave been issued a Resident Manufacturer/Distributor License from the Commonwealth of Massachusetts, orderDepartment of Public Health, decree, stipulation or injunction would (i) prevent consummation Division of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, Food and no such judgment, order, decree, stipulation or injunction shall be in effect;Drugs. (k) HoldCo did not authorize for issuance, issue, sell, deliver or agree or commit The Seller shall have assigned the [*******] Agreement to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of any class or any other securities of, or other ownership interests in HoldCo;Buyer. (l) HoldCo did not increase or reduce the registered capital and total investment amount of NewCo; and[Intentionally blank.] (m) The amount of Finished Goods Inventory held by the Seller’s distributors and the amount of Inventory of PhosLo Products held by the Seller shall provide Buyer be consistent with a legal opinion from historic inventory levels of the PRC law firm Siway & Seaway, 14th Floor, Panorama Mansion, 53 HuangPu Road, Bund, 200080 Shanghai P.R. China PhosLo Business (but in no event in the foxx xxxxxxxx xxxx xx xx Xxxxxxx 0.0(x)(icase of Finished Goods Inventory held by the Seller’s distributors in an aggregate amount equal to more than five months of average in-market sales by such distributors), and the Seller shall have delivered to the Buyer a letter from each such distributor, dated within thirty one (31) and a legal opinion from days before the Hong Kong law firm Closing Date, confirming the amount of Morrison & Foerster , in the form attached hereto as Exhibit 0.0(x)(ii)Finished Goods Inventory held by such distributor.

Closing Conditions of the Buyer. The obligations obligation of the Buyer hereunder to complete the transactions provided for herein are subjectpurchase of the Sale Shares from the Seller shall be subject to the satisfaction by the Seller, at or the option of waiver by the 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 fulfilledconditions: (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 The representations and warranties of the Seller contained herein in this Agreement shall be true and correct in all material respects as of the Completion Date, as though made on and as of the date Completion Date, except where the failure of Closing, and that all such other representations of the termsSeller to be so true and correct would not, covenants individually or in the aggregate, have a material adverse effect on the value of the Sale Shares and conditions the assets owned by the Sale Companies in the hands of the Buyer. (b) At Completion, the Seller shall have delivered or caused to have been delivered to the Buyer the following: (i) the Sale Shares to the Buyer by completing and delivering instruments of transfer, accompanied by certificates of the Sale Shares, in form and substance reasonably satisfactory to the Buyer, such that, upon Completion, the Seller shall have transferred the Sale Shares to the Buyer so that these Sale Shares are in the names of the Buyer as the registered holders or, in lieu of the above, an indemnity in the agreed form for any lost certificates; (ii) a waiver of any pre-emption rights or other restrictions on transfer which may exist in respect of the Sale Shares under the constitutional documents of the Sale Companies or otherwise and any other document or consent necessary to enable the Buyer to be registered as the holder of the Sale Shares; (iii) the statutory register and minute books of each of the Sale Companies (written up to the time of Completion), the common seal (if any), constitutional documents and any certificates on change of name; (iv) a copy of the minutes of a meeting of the board of directors of the Seller or written resolutions of the directors of the Seller authorising the execution by the Seller 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 ancillary to in this Agreement and the Transaction Documents which are required to be executed and delivered to Buyer at it 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 assented to the hiring; (f) The Companies have not experienced a Material Adverse Effect and the representations and warranties of the Warrantors contained herein shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date; (g) Each of Seller and its Affiliates shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; (h) Seller and its Affiliates shall have obtained approval of the environmental assessment report for NewCo by the Environmental Bureau in PRC and have executed all relevant documentation as set forth in Exhibit in 5.2(h) in respect of the transfer of the Business from Parlex Shanghai to NewCo, such documentation to be provided to Buyer's reasonable satisfaction not less then five (5) Business Days prior to Closing; (i) Seller, Parlex Corporation and its Affiliates shall have obtained all material consents, approvals, orders, permits or other authorizations required in respect of the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein; (j) No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, and appointing the relevant signatory or signatories to execute this Agreement and any such other documents on its behalf, signed by the chairman or secretary of the board of directors of the Seller; (iiv) cause any a copy of the resolution(s) passed by the shareholders of the Seller to approve the sale of the Sale Shares pursuant to this Agreement and all other documents ancillary to it or the transactions contemplated by this Agreement to be rescinded following consummationAgreement, and no such judgment, order, decree, stipulation signed by the chairman or injunction shall be in effectsecretary of the board of directors of the Seller; (kvi) HoldCo did not authorize the resignations by way of deed, or such other document in form and substance reasonably satisfactory to the parties, of all Resigning Directors, in each case acknowledging that he or she has no claim against the relevant Sale Company for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting loss of options, warrants, commitments, subscriptions, rights to purchase office or otherwise) any shares of any class or any other securities of, or other ownership interests in HoldCo; (lvii) HoldCo did not increase or reduce written confirmation from each relevant securityholder of its consent to the registered capital and total investment amount transfer of NewCothe Sale Shares; and (mviii) evidence reasonably satisfactory to the Buyer of the release of all Encumbrances relating to the Existing Credit Facilities to permit the Buyer to enter into the New Credit Facilities. (c) On the Completion Date, the Seller shall provide have procured that the directors of the Sale Companies shall hold a board meeting of each of the Sale Companies at which: (i) the transfer of the whole of the allotted and issued share capital of such Sale Company to the Buyer with a legal opinion from shall have been approved for registration in such Sale Company’s statutory register; (ii) the PRC law firm Siway & Seawayresignation of the Resigning Directors for such company shall be accepted; (iii) such persons as the Buyer shall nominate are appointed as additional directors of such Sale Company; and (iv) such other matters as the parties may agree, 14th Floor, Panorama Mansion, 53 HuangPu Road, Bund, 200080 Shanghai P.R. China in including relating to the foxx xxxxxxxx xxxx xx xx Xxxxxxx 0.0(x)(i) Existing Credit Facilities and a legal opinion from the Hong Kong law firm of Morrison & Foerster , in the form attached hereto as Exhibit 0.0(x)(ii)New Credit Facilities.

Closing Conditions of the Buyer. The obligations obligation of the Buyer hereunder to complete consummate the transactions provided for herein are subject, at the option of Buyer, Closing shall be subject to the fulfillment (or written waiver by the Warrantors (as the case may beBuyer, if permissible under applicable Legal Requirements) 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 fulfilledClosing of the following conditions: (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 7.2.1. The Fundamental Representations 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 Seller shall be true and correct in all material but de minimis respects as of the Signing Date and 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 Seller set forth in Article 4 (in each case other than such representations and warranties that are Fundamental Representations) shall be true and correct (without giving effect to any materiality qualifiers, including “Material Adverse Effect”) as of the Signing Date and as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of Closingan earlier date, in which case such representations and that 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. 7.2.2. Each of the Seller and the Seller Parent shall have performed in all material respects all of the terms, covenants and conditions of required to be performed by them under this Agreement to be complied with or performed by at or before prior to the Closing Closing. 7.2.3. Since the Signing Date, no Material Adverse Effect shall have occurred. 7.2.4. All approvals, Consents and waivers that are listed in and covering the matters described in Exhibit D shall have been duly complied with received, 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 counterparts thereof shall have been delivered to the Buyer at or prior to the Closing Closing. 7.2.5. The Seller shall have delivered, or cause to be delivered to the Buyer copies of consents and waivers from each Debt Provider consenting to the Transactions and waiving any breaches of, or any right to terminate or close out any obligations of, or require early repayment of any Debt owed to, such Debt Provider pursuant to, any Debt Document as a result of any Transaction, such consents and waivers to be in a form satisfactory to the Buyer. Each such Debt Document shall have been amended in a form satisfactory to the Buyer so executed as to remove any Seller Group Member (other than the Target Group Members) (each, a “Relevant Seller Group Member”) and delivered (unless specified otherwise by the Buyer) any manager entity appointed by any such Relevant Seller Group Member as a party to any such document, and to remove any references in any such Debt Document to any Relevant Seller Group Member or (unless specified otherwise by the Buyer;) any manager appointed by a Relevant Seller Group Member. (e7.2.6. The Seller shall provide, or cause to be provided, a properly-completed withholding exemption certificate compliant with Section 1445 and Section 1446(f) one of the key employees of Parlex Shanghai named in Exhibit 5.2 Code with respect to AMP Capital Investors (e)(iUS) and not more than 20% of Limited. 7.2.7. The Seller shall have fully performed the other employees of Parlex Shanghai named in Exhibit 5.2 (e)(ii) covenant required pursuant to this Agreement have rejected an employment offer by NewCo; provided, however, that Section 6.20. 7.2.8. The conditions set forth 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 assented to the hiring; (f) The Companies have not experienced a Material Adverse Effect and the representations and warranties of the Warrantors contained herein shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date; (g) Each of Seller and its Affiliates Management Team Letter shall have performed or complied in been satisfied. 7.2.9. The Buyer shall have received all material respects with its agreements and covenants items required to be performed or complied with under this Agreement as of delivered to the Buyer pursuant to Section 2.3.1 at or prior to the Closing Date; (h) Seller and its Affiliates shall have obtained approval of the environmental assessment report for NewCo by the Environmental Bureau in PRC and have executed all relevant documentation as set forth in Exhibit in 5.2(h) in respect of the transfer of the Business from Parlex Shanghai to NewCo, such documentation to be provided to Buyer's reasonable satisfaction not less then five (5) Business Days prior to Closing; (i) Seller, Parlex Corporation and its Affiliates shall have obtained all material consents, approvals, orders, permits or other authorizations required in respect of the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein; (j) No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (k) HoldCo did not authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of any class or any other securities of, or other ownership interests in HoldCo; (l) HoldCo did not increase or reduce the registered capital and total investment amount of NewCo; and (m) Seller shall provide Buyer with a legal opinion from the PRC law firm Siway & Seaway, 14th Floor, Panorama Mansion, 53 HuangPu Road, Bund, 200080 Shanghai P.R. China in the foxx xxxxxxxx xxxx xx xx Xxxxxxx 0.0(x)(i) and a legal opinion from the Hong Kong law firm of Morrison & Foerster , in the form attached hereto as Exhibit 0.0(x)(ii).