Common use of Conditions of Obligations of Buyer Clause in Contracts

Conditions of Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) The representations and warranties of the Seller Parties and the Company contained in this Agreement, the Ancillary Agreements and any certificate or other writing delivered pursuant hereto or thereto shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such 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). (c) The Seller Parties and the Company shall have duly performed and complied in all respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by them prior to or on the Closing Date. (d) The Seller Parties and the Company, as applicable, shall have (i) consummated the Reorganization and (ii) delivered copies of all documents reasonably requested by Buyer to confirm that the Reorganization has been consummated as contemplated by this Agreement. (e) No Action shall have been commenced against Buyer, the Seller Parties or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (f) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing, including from or to the Persons listed on Schedule 3.2(p), in form and substance satisfactory to Buyer. (g) Buyer shall have completed its due diligence investigation of the Company and the Business (including, environmental due diligence investigation), and shall, in its sole discretion, be satisfied with the results of such due diligence investigation. (h) Buyer shall have received financing to fund the Preliminary Purchase Price, less the Investment Amount, in form and substance satisfactory to Buyer. (i) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (j) The Ancillary Agreements shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (k) At Buyer’s cost and expense, the Company shall have delivered to Buyer audited financial statements of the Company described in Item 9.01(a) of Securities Exchange Act of 1934 Form 8-K, as at December 31 in each of the years 2021 and 2022, audited by a public accounting firm selected by Buyer that is registered with the Public Company Accounting Oversight Board, in such form and substance that, in Buyer’s judgment, satisfy the requirements of such Item 9.01(a). (l) The Seller Parties and the Company shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Traqiq, Inc.)

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Conditions of Obligations of Buyer. The obligations of Buyer Buyer, including but not limited to consummate the transactions obligation to close the transaction contemplated by this Agreement and hereunder, are, at the Ancillary Agreements shall be option of Buyer, subject to satisfaction of the fulfillment or Buyer’s waiver, at following conditions on or prior to the Closing, all of each of the following conditionswhich may be waived by Buyer in whole or in part: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) The representations and warranties of the Seller Parties and the Company contained in this AgreementSeller, the Ancillary Agreements and any certificate or other writing delivered pursuant hereto or thereto Sparxxxx, xxd Helbxx xxxtained herein shall be true true, correct and correct complete in all material respects on and as of the date hereof and on and as of the Closing Date with and Buyer shall have received at the same effect as though made at Closing a certificate to that effect, dated the Closing Date and as executed by the President of Seller and Sparxxxx xxx Helbxx; provided that the receipt of such date (except those certificate and the closing of the sale herein provided shall not be deemed to be a waiver of any representation or warranty contained in this Agreement, which representations and warranties that address matters only shall continue in full force and effect for the benefit of the parties as of a specified date, the accuracy of which shall be determined as of that specified date provided in all respects)Section 13 hereof. (cb) The Seller Parties Each of Seller, and the Company shall Sparxxxx, xxd Helbxx xxxll have duly performed and complied observed, in all respects with material respects, all covenants, agreements, covenants acts, undertakings and conditions required by this Agreement and each of the Ancillary Agreements Seller, Sparxxxx, xxd Helbxx xxxein to be performed or complied with observed by them prior to it on or on before the Closing Date. (c) Seller, Sparxxxx, xxd Helbxx xxxll have delivered to Buyer the documents to be delivered at Closing under Section 7.1 in form satisfactory to counsel for Buyer. (d) The Seller Parties shall not have suffered any loss from fire, flood, explosion or other casualty which materially and adversely affects the Companyconduct of the H&S Remote Control Business, as applicablefinancial condition or, shall have (i) consummated irrespective of insurance, the Reorganization and (ii) delivered copies value of all documents reasonably requested by Buyer to confirm that its assets, including, without limitation, the Reorganization has been consummated as contemplated by this AgreementH&S Remote Control Assets. (e) No Action action, suit or proceeding by or before any court, administrative agency or other governmental authority shall have been commenced against Buyerinstituted or threatened which may restrain, the Seller Parties prohibit or invalidate any transactions contemplated by this Agreement or which may materially and adversely affect Seller, or Seller's or Sparxxxx'x xx Helbxx'x xxxlity to perform its or their obligations hereunder or the Companyright of Buyer to own, which would prevent operate or control after the Closing. No injunction Closing the H&S Remote Control Assets or restraining order shall have been issued by any Governmental Authority, and be to engage in effect, which restrains or prohibits any transaction contemplated herebythe H&S Remote Control Business. (f) All consentsThere shall not have been, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices toin the reasonable judgment of Buyer, any Governmental Authority material adverse change in the assets, liabilities, financial condition, business or other Person required to be made results of operations of Seller from that reflected in the Financial Statements. Neither Sparxxxx xxx Helbxx xxxll have died or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing, including from or to the Persons listed on Schedule 3.2(p), in form and substance satisfactory to Buyerbecome disabled. (g) Buyer shall have completed obtained, at its due diligence investigation expense, inspection reports satisfactory to Buyer concerning all aspects of the Company H&S Remote Control Business, legal, financial, accounting and the Business (including, environmental due diligence investigation), corporate condition and shall, in its sole discretion, be satisfied with the results of such due diligence investigationproperty as Buyer deems appropriate. (h) Buyer The execution, delivery and performance of this Agreement and the other instruments, documents, and agreements contemplated hereby shall have received financing to fund been approved by the Preliminary Purchase Price, less the Investment Amount, in form and substance satisfactory to Board of Directors of Buyer. (i) From Buyer shall have obtained such financing as it deems necessary and in such form satisfactory to it for purposes of payment of the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse EffectPurchase Price. (j) The Ancillary Agreements Buyer shall have been executed and delivered by entered into an enforceable agreement to be the parties thereto and true and complete copies thereof exclusive supplier of remote controls to General Instrument Corporation. In the event any of the foregoing conditions shall not have been delivered to Buyer. (k) At Buyer’s cost and expensefulfilled on or before Closing, the Company shall have delivered to Buyer audited financial statements of the Company described in Item 9.01(a) of Securities Exchange Act of 1934 Form 8-K, as at December 31 in each of the years 2021 and 2022, audited by a public accounting firm selected by Buyer that is registered with the Public Company Accounting Oversight Board, in such form and substance that, in Buyer’s judgment, satisfy the requirements of such Item 9.01(a). (l) The Seller Parties and the Company shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement may, at the option of Buyer, be declared null and the Ancillary Agreementsvoid.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Electronics Inc)

Conditions of Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement and the Ancillary Agreements shall be Acquisition are further subject to the fulfillment satisfaction of the following conditions, any or Buyer’s waiver, at all of which may be waived on or prior to the Closing, of each of Closing Date in whole or in part by the following conditionsBuyer: (a) No Governmental Authority The Buyer's Board of Directors shall have enactedapproved the Acquisition, issued, promulgated, enforced or entered any Governmental Order which is in effect pursuant to the terms and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereofconditions contained herein. (b) The representations and warranties of the Seller Parties and the Company contained in this Agreement, the Ancillary Agreements and any certificate or other writing delivered pursuant hereto or thereto shall be true and correct in all respects on and as of the date hereof and on material respects, at and as of the Closing Date with Date, except for changes permitted or contemplated by this Agreement and except to the same effect as though extent that any representation or warranty is expressly made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of in which case such representation or warranty shall be determined true and correct only as of that specified date in all respects)such date. The Buyer shall have received a certificate from the Seller dated the Closing Date signed on behalf of the Seller by an authorized officer of the Seller certifying to the fulfillment of this condition. (c) The Seller Parties and the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions obligations required by this Agreement and each of the Ancillary Agreements to be performed by it under this Agreement at or complied with by them prior to or on at the Closing Date and shall have complied or be in compliance in all material respects with any agreement or covenant of the Seller to be performed by it under this Agreement at or prior to the Closing Date, and Buyer shall have received a certificate from the Seller dated the Closing Date signed on behalf of the Seller by an authorized officer of the Seller certifying the fulfillment of this condition. (d) The Seller Parties and All necessary approvals or authorizations of any Governmental Authority in connection with the Company, as applicable, Acquisition identified in Section 5.2 hereof shall have (i) consummated the Reorganization and (ii) delivered copies of all documents reasonably requested by Buyer to confirm that the Reorganization has been consummated as contemplated by this Agreementobtained. (e) No Action shall have been commenced against Buyer, the Seller Parties or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby[Intentionally deleted.] (f) All consentsThe Buyer shall have received an agreement, approvalsto the reasonable satisfaction of the Buyer and its counsel, Orders or authorizations ofbetween Nancx Xxxxx Xxxerprises, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties Inc. and the Company of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing, including from or to the Persons listed on Schedule 3.2(p), in form and substance satisfactory to Buyer.containing certain (g) The Buyer shall have completed received, to the reasonable satisfaction of Buyer and its due diligence investigation counsel, assignments of the Company NL Sub-Licenses and the Business (includingof certain other licenses, environmental due diligence investigation)development agreements, and shall, in its sole discretion, be satisfied with other intellectual property (the results "Assigned Intellectual Property") and such amendments and restatements of the Assigned Intellectual Property or such due diligence investigationnew licenses that the Buyer shall desire. (h) The Buyer shall have received financing received, to fund the Preliminary Purchase Pricereasonable satisfaction of the Buyer, less an assignment and assumption of the Investment Amountagreement between the Seller and PLUS 2 International, in form and substance satisfactory to Buyer.Inc. (i) From Each of the date of this AgreementSeller, there shall not have occurred any Material Adverse EffectAPGC Holdings LLC, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (j) John X. Xxxxxx xxx The Ancillary Agreements Thomxx Xxxxxxx Xxxxxx Xxxst shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (k) At Buyer’s cost and expense, the Company shall have delivered to Buyer audited financial statements of the Company described in Item 9.01(a) of Securities Exchange Act of 1934 Form 8-K, as at December 31 in each of the years 2021 and 2022, audited by a public accounting firm selected by Buyer that is registered noncompetition agreements with the Public Company Accounting Oversight Board, Buyer in such form and substance that, in Buyer’s judgment, satisfy substantially the requirements of such Item 9.01(aforms attached hereto as Exhibits F(a)-(d). (l) The Seller Parties and the Company shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (S2 Golf Inc)

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Conditions of Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) No no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.; (b) The the representations and warranties of the Seller Parties and the Company contained in this Agreement, the Ancillary Agreements and any certificate or other writing delivered pursuant hereto or thereto shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such 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).; (c) The the Seller Parties and the Company shall have duly performed and complied in all respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by them prior to or on the Closing Date.; (d) The Seller Parties and the Company, as applicable, shall have (i) consummated the Reorganization and (ii) delivered copies of all documents reasonably requested by Buyer to confirm that the Reorganization has been consummated as contemplated by this Agreement. (e) No no Action shall have been commenced against Buyer, the Seller Parties or the Company, which would prevent the Closing. No Closing and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.; (fe) All all consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing, including from or to the Persons listed on Schedule 3.2(p3.2(n), in form and substance satisfactory to Buyer.; (gf) Buyer shall have completed its due diligence investigation of the Company and the Business (including, environmental due diligence investigation), and shall, in its sole discretion, be satisfied with the results of such due diligence investigation.; (hg) Buyer shall have received financing to fund the Preliminary Purchase Price, less the Investment Amount, Price in form and substance satisfactory to Buyer.; (ih) From from the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.; (ji) The the Ancillary Agreements shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer.; (kj) At at Buyer’s cost and expense, the Company shall have delivered information to Buyer necessary for the completions of audited financial statements of the Company described in Item 9.01(a) of Securities Exchange Act of 1934 Form 8-K, as at December 31 in each of the years 2021 and 2022, audited by a public accounting firm selected by Buyer that is registered with the Public Company Accounting Oversight Board, in such form and substance that, in Buyer’s judgment, satisfy the requirements of such Item 9.01(a).; and (lk) The the Seller Parties and the Company shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Titan Environmental Solutions Inc.)

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