Conditions for the Benefit of Seller. (a) The sale by Seller and the purchase by Purchaser of the Assets, and assumption by Purchaser of the Assumed Liabilities, are subject to the following conditions, which are for the exclusive benefit of Seller: (i) the representations and warranties of Purchaser set forth in Section 3.3, shall be true and correct in all material respects, at the Time of Closing with the same force and effect as if made at and as of such Time of Closing; (ii) Purchaser will have performed or complied with all of the terms, covenants and agreements in this Agreement to be performed or complied with by Purchaser at or prior to the Time of Closing; (iii) Seller will have been furnished with certificates of an officer of Purchaser certifying: (A) the accuracy and completeness of the articles and by-laws or similar documents of Purchaser, (B) resolutions, as appropriate, of shareholders and/or directors of Purchaser approving the transaction contemplated herein, (C) the incumbency of officers signing this Agreement and the Ancillary Agreements, and (D) performance of the terms, covenants and agreements to be performed by the Purchaser at or prior to the Time of Closing and the truth and accuracy (consistent with Section 6.2(a)(i) above) of the representations and warranties of the Purchaser as of the Closing Date; (iv) subject to Sections 2.5 and 4.2, all Purchaser required consents shall have been obtained; (v) the applicable waiting period (and any extensions thereof) under Section 123 of the Competition Act, shall have expired or have been waived or terminated; (vi) Purchaser shall have made any Continuation Payments required by Section 2.8(b); (vii) Purchaser shall have executed and delivered the Ancillary Agreements and the Instruments of Assumption; and (viii) Xxxxxxxx-Xxxxx and NPI shall have executed an Amended and Restated Pulp Supply Agreement in substantially the same form as set forth in the term sheet attached hereto as Schedule 6.1(a)(vii). (b) In case any term or covenant of Purchaser or condition to be performed or complied with for the benefit of Seller (including without limitation those set forth in Section 6.3 below) at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, Seller, without limiting any other right that Seller has, may rescind this Agreement without any further obligation to the Purchaser under this Agreement or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon.
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Conditions for the Benefit of Seller. (a) The sale by obligations of Seller and to consummate the purchase by Purchaser of the Assets, and assumption by Purchaser of the Assumed Liabilities, are transactions provided for herein shall be subject to the satisfaction, or before the Closing Date, of the following conditions, which are in addition to such other conditions as may be provided for the exclusive benefit of Sellerin this Agreement:
(i1) RTM and a Buyer designated by RTM have made all of the deliveries required by SECTION 13.B.
(2) The representations and warranties of Purchaser set forth in Section 3.3, RTM contained herein shall be have been true and correct in all material respects, respects as of the date hereof and (as to both RTM and any Buyer designated by RTM) shall be true and correct at and as of the Time of Closing Date and the Effective Date with the same force and effect as if made at on and as of such Time of Closing;
(ii) Purchaser will dates, except as otherwise provided or permitted hereunder, and RTM and a Buyer designated by RTM shall have performed or and complied in all material respects with all of the termsagreements, covenants and agreements in conditions required by this Agreement to be performed or and complied with by Purchaser it, at or prior to the Time of Closing;Closing Date.
(iii3) All consents and/or approvals (including those of Seller's board of directors and lenders) necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained.
(4) Consents to the Lease Assignments from the lessors that are required under the Leases shall have been obtained.
(5) No suit, action or other proceeding (including action under federal antitrust laws) to prohibit, delay or otherwise materially and adversely affect the consummation of this Agreement or to subject Seller to any liability resulting directly or indirectly from the transactions contemplated hereby shall have been instituted or threatened.
(6) Seller will shall have been furnished with certificates of received an officer of Purchaser certifying:
(A) the accuracy and completeness of the articles and by-laws or similar documents of Purchaser,
(B) resolutionsopinion, as appropriate, of shareholders and/or directors of Purchaser approving the transaction contemplated herein,
(C) the incumbency of officers signing this Agreement and the Ancillary Agreements, and
(D) performance of the terms, covenants and agreements to be performed by the Purchaser at or prior to the Time of Closing and the truth and accuracy (consistent with Section 6.2(a)(i) above) of the representations and warranties of the Purchaser dated as of the Closing Date;Date from RTM's Counsel, in form and substance reasonably satisfactory to Buyer's Counsel and Seller's Counsel (which, notwithstanding anything hereinafter to the contrary, shall not require any opinion with respect to the Investor) to the effect that:
(iva) subject to Sections 2.5 RTM is a corporation duly organized, validly existing and 4.2, all Purchaser required consents shall have been obtained;
(v) in good standing under the applicable waiting period (and any extensions thereof) under Section 123 laws of the Competition Act, shall have expired or have been waived or terminated;
(vi) Purchaser shall have made State of Georgia and each state in which any Continuation Payments required by Section 2.8(b);
(vii) Purchaser shall have executed and delivered of the Ancillary Agreements and the Instruments of Assumption; and
(viii) Xxxxxxxx-Xxxxx and NPI shall have executed an Amended and Restated Pulp Supply Agreement in substantially the same form as set forth in the term sheet attached hereto as Schedule 6.1(a)(vii).
(b) In case any term or covenant of Purchaser or condition Purchased Assets to be performed or complied with for purchased by RTM are located. Each Buyer designated by RTM is a corporation duly organized, validly existing and in good standing under the benefit laws of Seller (including without limitation those set forth the state of its incorporation and each state in Section 6.3 below) at or prior which any of the Purchased Assets to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, Seller, without limiting any other right that Seller has, may rescind this Agreement without any further obligation to the Purchaser under this Agreement or waive compliance with any be purchased by such term, covenant or condition in whole or in part on such terms as may be agreed uponBuyer are located.
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Conditions for the Benefit of Seller. (a) The sale by Seller and the purchase by Purchaser Purchasers of the Assets, and assumption by Purchaser of the Assumed Liabilities, Purchased Shares are subject to the following conditions, which are for the exclusive benefit of Seller:
(i) the representations and warranties of Purchaser (A) each of the Purchasers set forth in Section 3.33.3 and (B) Purchasers’ Parent set forth in Section 3.7, shall be true and correct in all material respects, at the Time of Closing with the same force and effect as if made at and as of such Time of Closing;
(ii) Purchaser Purchasers will have performed or complied with all of the terms, covenants and agreements in this Agreement to be performed or complied with by Purchaser Purchasers at or prior to the Time of Closing;
(iii) Seller will have been furnished with certificates of an officer of the general partner of each Purchaser certifyingand of Purchasers’ Parent certifying with respect to such entity, as applicable:
(A) the accuracy and completeness of the articles and by-laws or similar documents of Purchaser,
(B) resolutions, as appropriate, of shareholders and/or directors of Purchaser such entity approving the transaction contemplated herein,;
(CB) the incumbency of officers signing this Agreement and the Ancillary Agreements, ; and
(DC) performance in respect of the termsPurchasers only, covenants the matters contemplated in Section 5.2(a)(i) and agreements to be performed by 5.2(a)(ii), and in respect of Purchasers’ Parent, the Purchaser at or prior to the Time of Closing and the truth and accuracy (consistent with matters contemplated in Section 6.2(a)(i) above) of the representations and warranties of the Purchaser as of the Closing Date5.2(a)(i);
(iv) subject to Sections 2.5 and 4.2, all Purchaser required consents Required Consents and the reissuance of the Excluded Forest Licenses in the name of NPNS shall have been obtained, as contemplated by and subject to the limitations set forth in the Mill and Woodlands Purchase Agreement;
(v) the applicable waiting period (and any extensions thereof) under Section 123 each of the Competition Act, shall have expired or have been waived or terminated;
(vi) Purchaser shall have made any Continuation Payments required by Section 2.8(b);
(vii) Purchaser Purchasers shall have executed and delivered the Ancillary Agreements and the Instruments of Assumptionto which it is a party; and
(viiivi) XxxxxxxxK-Xxxxx and NPI C Global shall have executed an Amended consented in writing to the transfer of NPI’s and Restated Seller’s rights, obligations and interests under the Pulp Supply Agreement to NPNS and NPNS Purchaser in substantially accordance with Section 12.01 of the same Pulp Supply Agreement, in a form as set forth and in the term sheet attached hereto as Schedule 6.1(a)(vii)substance reasonably satisfactory to NPNS Purchaser and Seller.
(b) In case If any term or covenant of a Purchaser or condition to be performed or complied with for the benefit of Seller (including without limitation those set forth in Section 6.3 5.3 below) at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, Seller, without limiting any other right that Seller has, may rescind this Agreement without any further obligation to the Purchaser Purchasers under this Agreement or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon.
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Conditions for the Benefit of Seller. (a) The sale by obligations of Seller and to consummate the purchase by Purchaser of the Assets, and assumption by Purchaser of the Assumed Liabilities, are transactions provided for herein shall be subject to the satisfaction, on or before the Closing Date, of the following conditions, which are in addition to such other conditions as may be provided for the exclusive benefit of Sellerin this Agreement:
(i1) Buyer has made all of the deliveries required by SECTION 12.B.
(2) The representations and warranties of Purchaser set forth in Section 3.3, Buyer contained herein shall be have been true and correct in all material respects, respects as of the date hereof and shall be true and correct at and as of the Time of Closing Date with the same force and effect as if made at on and as of such Time of Closing;
(ii) Purchaser will dates, except as otherwise provided or permitted hereunder, and Buyer shall have performed or and complied in all material respects with all of the termsagreements, covenants and agreements in conditions required by this Agreement to be performed or and complied with by Purchaser it, at or prior to the Time of Closing;Closing Date.
(iii3) All consents and/or approvals (including those of Seller's board of directors and lenders) necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained.
(4) No suit, action or other proceeding (including action under federal antitrust laws) to prohibit, delay or otherwise materially and adversely affect the consummation of this Agreement or to subject Seller to any liability resulting directly or indirectly from the transactions contemplated hereby shall have been instituted or threatened.
(5) Seller will shall have been furnished with certificates of received an officer of Purchaser certifying:
(A) the accuracy and completeness of the articles and by-laws or similar documents of Purchaser,
(B) resolutionsopinion, as appropriate, of shareholders and/or directors of Purchaser approving the transaction contemplated herein,
(C) the incumbency of officers signing this Agreement and the Ancillary Agreements, and
(D) performance of the terms, covenants and agreements to be performed by the Purchaser at or prior to the Time of Closing and the truth and accuracy (consistent with Section 6.2(a)(i) above) of the representations and warranties of the Purchaser dated as of the Closing Date;, from Buyer's Counsel, in form and substance reasonably satisfactory to Seller's Counsel to the effect that:
(iva) subject to Sections 2.5 Buyer is a corporation duly organized, validly existing and 4.2, all Purchaser required consents shall have been obtained;
(v) in good standing under the applicable waiting period (and any extensions thereof) under Section 123 laws of the Competition Act, shall have expired or have been waived or terminated;
(vi) Purchaser shall have made any Continuation Payments required by Section 2.8(b);
(vii) Purchaser shall have executed and delivered the Ancillary Agreements and the Instruments State of Assumption; and
(viii) Xxxxxxxx-Xxxxx and NPI shall have executed an Amended and Restated Pulp Supply Agreement in substantially the same form as set forth in the term sheet attached hereto as Schedule 6.1(a)(vii)New York.
(b) In case any term or covenant Buyer has the requisite corporate power to carry on its business as it is now being conducted.
(c) Neither the execution and delivery of Purchaser or condition to be performed or complied with for the benefit of Seller (including without limitation those set forth in Section 6.3 below) at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, Seller, without limiting any other right that Seller has, may rescind this Agreement without any further obligation to the Purchaser under this Agreement or the other agreements contemplated herein nor Buyer's performance in accordance with their respective terms are restricted by or violate the terms of any existing constitution, law or administrative rule or regulation applicable to Buyer, the charter or bylaws of Buyer or, to the best of counsel's current knowledge and belief, any lease, option, agreement, mortgage, loan agreement or any contractual or other obligation of Buyer.
(d) To the best of counsel's current knowledge and belief, no legal action or proceeding against Buyer is pending or threatened at the Closing Date which, if successful, would prohibit consummation or require substantial rescission of the transactions contemplated by this Agreement.
(e) Buyer has full power to execute, deliver and perform this Agreement, and the other agreements and instruments executed on even date herewith pursuant to this Agreement.
(f) This Agreement, and the other agreements and instruments executed on even date herewith pursuant to this Agreement, each have been duly and validly executed and delivered by Buyer and they constitute legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditor's rights generally and subject to general principles of equity and subject to public policy considerations as expressed in the 1933 Act which may render certain indemnification provisions unenforceable).
(6) The required waiting periods under the HSR Act have either expired or been terminated by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice.
(7) The Supply Agreement has been duly executed and delivered by Company.
(8) Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions. Buyer may, conditioned upon prior receipt of the written approval of Seller, amend the Schedules attached hereto for the purpose of making immaterial corrections and clarifications thereon applicable to Buyer and consistent with the terms and agreements contained herein, which amendments shall be attached to the certificate delivered pursuant to this SECTION 11.B.(8). Unless otherwise agreed to in writing by the parties hereto, if the Closing occurs, Seller shall be deemed to waive compliance with any rights for breach of representation or warranty by Buyer to the extent that such termamendment corrects such representation or warranty. Nothing in this SECTION 11.B.(8) shall impose any obligation on Seller either to accept any material amendment to the Schedules provided for herein or to close the transaction notwithstanding such amendment, covenant or condition unless Seller elects to do so in whole or in part on such terms as may be agreed uponits sole and absolute discretion.
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