Closing Date Matters. On the Closing Date, (i) the Registration Statement and the Prospectus, as they may then be amended or supplemented, shall contain all statements that are required to be stated therein under the 1933 Act and the Rules and Regulations and in all material respects shall conform to the requirements of the 1933 Act and the Rules and Regulations; the Company shall have complied in all material respects with Rule 430A (if it shall have elected to rely thereon) and neither the Registration Statement nor the Prospectus, as they may then be amended or supplemented, shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of the Company whether or not arising in the ordinary course of business, (iii) no action, suit or proceeding at law or in equity shall be pending or, to the Company’s knowledge, threatened against the Company that would be required to be set forth in the Prospectus other than as set forth therein and no proceedings shall be pending or, to the knowledge of the Company, threatened against the Company before or by any applicable or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding could materially adversely affect the business, prospects, assets, results of operations or condition (financial or otherwise) of the Company other than as set forth in the Prospectus, (iv) the Company shall have complied with all agreements and satisfied all conditions on their part to be performed or satisfied on or prior to the Closing Date, and (v) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On the Closing Date, you shall have received a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to such effect and with respect to the following additional matters: (A) the Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus has bee...
Closing Date Matters. Cause each of the following to be satisfied as of the Closing Date:
Closing Date Matters. At the Closing, the Parties shall take, or cause to be taken, the following steps:
Closing Date Matters. On each Closing Date, (x) to the Company’s knowledge, there shall be no prohibitory action by any governmental body, agency or official suspending or prohibiting, or threatening to suspend or prohibit, use of the PPM in connection with the Offering; (y) the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date and (z) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On each Closing Date, you shall have received a certificate executed by the Chief Executive Officer of the Company, dated as of such Closing Date, to such effect.
Closing Date Matters. For the portion of the Closing Date after the Closing, none of Purchaser, its Affiliates and/or Representatives will cause the Swiss Subsidiary to take any action that will result in liability for Taxes other than actions taken in the ordinary course of business consistent with prior practice or actions explicitly contemplated by this Agreement. None of Purchaser, its Affiliates and/or Representatives shall make or permit any election under Section 338(g) of the Code (or any comparable applicable provision of state, local or non-United States Tax law) with respect to the acquisition of the stock of the Swiss Subsidiary without the prior written consent of Seller; provided, however, that if Seller requests Purchaser in writing to file an election under Section 338(g) of the Code (or any comparable applicable provision of state, local or non-United States Tax law) with respect to such acquisition then Purchaser, its Affiliates and/or Representatives shall timely file such election if permitted by law.
Closing Date Matters. On the Closing Date, (i) the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On the Closing Date, you shall have received a certificate executed by each of the Chairman and the President of the Company, dated as of the Closing Date, to such effect.
Closing Date Matters. For the portion of the Closing Date after the Closing, none of Purchaser, its Affiliates and/or Representatives will cause the Swiss Subsidiary to take any action that will result in liability for Taxes other than actions taken in the ordinary course of business consistent with prior practice or actions explicitly contemplated by this Agreement. None of Purchaser, its Affiliates and/or Representatives shall make or permit any election under Section 338(g) of the Code (or any comparable applicable provision of state, local or non-United States Tax law) with respect to the acquisition of the stock of the Swiss Subsidiary without the prior written consent of Seller; provided, however, that if Seller requests Purchaser in writing to file an election under Section 338(g) of the Code (or any comparable 22 applicable provision of state, local or non-United States Tax law) with respect to such acquisition then Purchaser, its Affiliates and/or Representatives shall timely file such election if permitted by law. (iii) Amended Tax Returns, Retroactive Elections, Etc. None of Purchaser, its Affiliates and/or Representatives will (A) file or amend any Tax Returns of the Swiss Subsidiary with respect to any Pre-Closing Tax Period, (B) have the Swiss Subsidiary make any Tax election that has retroactive effect to any Tax Return for a Pre-Closing Tax Period, or (C) agree to extend or waive the statute of limitations with respect to Taxes of the Swiss Subsidiary, in each such case except (1) as permitted by Section 6.7(b)(i), or (2) with the prior written consent of Seller (which will not be unreasonably withheld, delayed, or conditioned). (iv) With respect to any assessment or other Legal Proceeding with respect to Taxes (each a "Tax Contest") of the Swiss Subsidiary that relates solely to taxable periods that end on or before the Closing Date, Seller shall have the right to control such Tax Contest, including the defense and settlement thereof; provided that Seller (A) will keep Purchaser reasonably informed concerning the progress of such Tax Contest, (B) provide Purchaser copies of all correspondence and other documents relevant to such Tax Contest, and (C) will not settle such Tax Contest without the prior written consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. For this purpose, upon request of Seller, the Purchaser shall, and shall cause the Swiss Subsidiary to, appoint Seller and/or its advisors as authorized representa...
