Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions: (i) The Purchaser Fundamental Representations shall be true and correct in all respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a); (b) Purchaser shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date; (c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom; (d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a) and 2.3(b) shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase Price; (e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuance; and (f) Purchaser shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.3.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.), Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Conditions of Seller to Closing. The obligations obligation of Seller to consummate effect the transactions contemplated by this Agreement are at the Closing shall be subject to the satisfaction or, at following conditions (except to the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:extent waived by Buyer):
(i) The Purchaser Fundamental Representations representations and warranties of Buyer hereunder shall be true and correct in all material respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified dateClosing, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties Buyer shall have performed in all material respects all covenants required of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and it by this Agreement as of the Closing Date and (other than representations and warranties that refer iii) Buyer shall have furnished Seller at Closing with a certificate of one of its authorized officers to a specified date, which need only be true and correct on and as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a)effect;
(b) Purchaser Seller shall have performed received a letter of authority from PEZA authorizing the transfer of the Assets owned by REMEC Philippines to Buyer and observed, Buyer shall have received approval from the PEZA of its registration with PEZA as an Ecozone Export Enterprise to engage in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Dateits contemplated business;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation 30 days shall have elapsed from later of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by date Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation provided notice of the transactions transfer of Philippine employees as contemplated by this Agreement to the Philippine Employees and to the Philippine Department of Labor and Employment, or recover substantial Damages from Seller or any Affiliate shall have paid the Philippine Employees the full amount of Seller resulting therefromseverance payment required by Philippine law to waive the requirement of such notice;
(d) The net sum of all downward adjustments Buyer shall have obtained and delivered to Seller executed and delivered novation agreements from the parties, and with respect to the Purchase Price agreements, set forth at Exhibit 7.2(b), and Buyer shall also have executed and delivered such agreements to be made or Seller, all in such form as is reasonably alleged in good faith pursuant acceptable to Sections 2.3(a) and 2.3(b) shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase PriceSeller;
(e) Buyer shall have delivered or caused to be delivered the Cash Payment and all sales, use and transfer Taxes to be paid for by Buyer pursuant to Section 2.9, by wire transfer of immediately available funds to an account designated by Seller in writing, and the Holdback Amount to the Escrow Agent pursuant to the Escrow Agreement;
(f) Buyer shall have delivered to Seller an appropriate resale certificate in relation to the Inventory and products being acquired pursuant to this Agreement;
(g) The shares of Purchaser Common Stock constituting the Stock Purchase Price Offered Employee offer letters referenced in Section 3.1(a) shall have been approved for listing on delivered by Buyer as contemplated thereby;
(h) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the NYSEtransactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation (and no such injunction, subject only judgment, order, decree, ruling or charge shall be in effect);
(i) Powerwave Technologies, Inc. shall have consented to official notice of issuancethe content of, and agreed to assume, the Ancillary Agreements and the Philippine Sublease; and
(fj) Purchaser Buyer shall have delivered or be prepared to deliver made all of the deliverables Purchaser is deliveries required to deliver be delivered at Closing pursuant to Section 8.32.7(b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Remec Inc)
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:
(i) The Purchaser Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, that any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a);
(b) Purchaser shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing DateDate (other than Section 6.2(a));
(c) On the Closing Date, no injunction, order order, award or award other Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued issued, entered, enacted or promulgated and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before by any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a2.3(a) and 2.3(b2.3(b) shall be less than or equal to fifteen twenty percent (1520%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price Consideration shall have been approved for listing on the NYSE, subject only to official notice of issuance; and
(f) Purchaser shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
(g) All waiting periods (and any extensions thereof) applicable to the transactions contemplated by this Agreement under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (“HSR Act”), and any commitment to, or agreement (including any timing agreement) with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, the transactions contemplated by this Agreement, shall have been terminated or shall have expired.
Appears in 1 contract
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:
(ia) The Purchaser Fundamental Representations shall be true and correct in all respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct in all material respects (and in all respects in the case of representations and warranties qualified by materiality or material adverse effect) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and accurate as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a);
(b) Purchaser shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effectmateriality or material adverse effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a2.3(a) and 2.3(b2.3(b) shall be less than or equal to fifteen twenty percent (1520%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuance; and
(fe) Purchaser shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:
(a) (i) The Purchaser Fundamental Representations of each Purchaser entity shall be true and correct in all respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of each Purchaser entity set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a);
(b) Each Purchaser entity shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by such Purchaser entity under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a2.3(a) and 2.3(b2.3(b) shall be less than or equal to fifteen twenty percent (1520%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuance[Reserved]; and
(f) Each Purchaser entity shall have delivered or be prepared to deliver all of the deliverables each such Purchaser entity is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Conditions of Seller to Closing. The obligations of Seller hereunder are subject to satisfaction of each of the following conditions at or before Closing, the occurrence of which may, at the option of Seller, be waived:
(a) All representations and warranties of Buyer in this Agreement shall be true on and as of the Closing, and Buyer shall have delivered to Seller a certificate to such effect dated as of the date of Closing;
(b) Buyer shall have performed and complied with all of Buyer's obligations under this Agreement which are to be performed or complied with by Buyer prior to or on the date of Closing;
(c) Buyer shall deliver all of the documents required to be delivered by it by this Agreement;
(d) Seller and its counsel shall have approved the form and substance of the documents delivered by Buyer pursuant to this Agreement, which approval shall not be unreasonably withheld;
(e) There shall be no claims, actions, or suits pending or threatened regarding the Assets or the Restaurants or that otherwise would restrict or prohibit Seller or Buyer from consummating the transactions contemplated herein;
(f) Buyer shall have fully complied with the provisions of Section 6.4 and shall have obtained financing sufficient to allow it to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:
(i) The Purchaser Fundamental Representations shall be true and correct in all respects upon such terms as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), exceptwill not, in the case sole reasonable judgment of this clause (ii)Rio's parent, for AII, impair Buyer's operation as an AII franchisee, and Buyer agrees to act in good faith and use its best efforts to timely obtain such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a)financing;
(bg) Purchaser AII shall have performed and observed, in obtained all material respects (and in all respects in lender consents necessary for it to allow the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation sale of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a) and 2.3(b) shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuanceAssets hereunder; and
(fh) Purchaser AII shall have delivered or be prepared obtained from an investment banker selected by AII a fairness opinion with respect to deliver all the sale of the deliverables Purchaser is required to deliver pursuant to Section 8.3Assets as contemplated hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Applebees International Inc)
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:
(ia) The Purchaser Fundamental Representations shall be true and correct in all respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct in all material respects (and in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and accurate as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a);
(b) Purchaser shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser materiality or Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a) and 2.3(b) shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuance; and
(fd) Purchaser shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Empire Petroleum Corp)
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver waiver, in writing, on or prior to Closing of each of the following conditions:
(ia) The Purchaser Fundamental Representations shall be true and correct in all respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct in all material respects (and in all respects in the case of representations and warranties qualified by materiality) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a);
(b) Purchaser shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum amount of all any downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(aSection 2.3(a) and 2.3(b) at Closing shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuance; and
(fe) Purchaser shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, on or prior to Closing of each of the following conditions:
(i) The Purchaser Fundamental Representations shall be true and correct in all respects as of the Execution Date and as the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except, in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall be deemed not to be so qualified for the purposes of this Section 7.1(a);
(b) Purchaser shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effect), all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a2.3(a) and 2.3(b2.3(b) shall be less than or equal to fifteen twenty percent (1520%) of the Unadjusted Purchase Price;
(e) The shares of Purchaser Common Stock constituting the Stock Purchase Price shall have been approved for listing on the NYSE, subject only to official notice of issuance; and
(f) Purchaser shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, waived on or prior to Closing of each of the following conditions:
(a) (i) The Purchaser Purchaser’s Fundamental Representations shall be true and correct in all respects as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as though made again on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date) and (ii) the representations and warranties of the Earthstone Parties set forth in Section 5.7 shall be true and correct in all respects except for de minimis inaccuracies as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date), except, ; (iii) the other representations and warranties of the Earthstone Parties set forth in Article 5 shall be true and correct in all material respects (and in all respects in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall Effect) as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be deemed not to be so qualified for the purposes true and correct as of this Section 7.1(asuch specified date);
(b) Purchaser Each Earthstone Party shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effectmateriality or material adverse effect), all covenants and agreements to be performed or observed by Purchaser such Earthstone Party under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Base Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a2.3(a)(i) and 2.3(b2.3(a)(ii) shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase PriceTransaction Value;
(e) The shares of Purchaser Class A Common Stock constituting the Stock Purchase Price Consideration shall have been approved for listing on the NYSEStock Exchange, subject only to official notice of issuance;
(f) All of the Xxxxx XX Seller’s conditions to closing set forth in the Xxxxx XX PSA (other than Section 7.1(f) thereunder) shall have been satisfied (or waived by the Xxxxx XX Seller thereunder) concurrently with the Closing hereunder; and
(fg) Purchaser The Earthstone Parties shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, at the option of Seller, waiver in writing, waived on or prior to Closing of each of the following conditions:
(a) (i) The Purchaser Purchaser’s Fundamental Representations shall be true and correct in all respects as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as though made again on and as of such specified date) and (ii) the other representations and warranties of Purchaser set forth in Article 5 shall be true and correct as of the Execution Date and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date) and (ii) the representations and warranties of the Earthstone Parties set forth in Section 5.7 shall be true and correct in all respects except for de minimis inaccuracies as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such specified date), except, ; (iii) the other representations and warranties of the Earthstone Parties set forth in Article 5 shall be true and correct in all material respects (and in all respects in the case of this clause (ii), for such failures of representations and warranties of Purchaser to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, however, that, except for Purchaser’s representations and warranties set forth in Sections 5.8 and 5.10, any representation or warranty qualified by materiality or Purchaser Material Adverse Effect shall Effect) as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be deemed not to be so qualified for the purposes true and correct as of this Section 7.1(asuch specified date);
(b) Purchaser Each Earthstone Party shall have performed and observed, in all material respects (and in all respects in the case of any covenants and agreements qualified by substantiality, materiality, Purchaser Material Adverse Effectmateriality or material adverse effect), all covenants and agreements to be performed or observed by Purchaser such Earthstone Party under this Agreement prior to or on the Closing Date;
(c) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Seller or its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial Damages from Seller or any Affiliate of Seller resulting therefrom;
(d) The net sum of all downward adjustments to the Base Purchase Price to be made or reasonably alleged in good faith pursuant to Sections 2.3(a2.3(a)(i) and 2.3(b2.3(a)(ii) shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase PriceTransaction Value;
(e) The shares of Purchaser Class A Common Stock constituting the Stock Purchase Price Consideration shall have been approved for listing on the NYSEStock Exchange, subject only to official notice of issuance;
(f) All of the Xxxxx I Seller’s conditions to closing set forth in the Xxxxx I PSA (other than Section 7.1(f) thereunder) shall have been satisfied (or waived by the Xxxxx I Seller thereunder) concurrently with the Closing hereunder; and
(fg) Purchaser The Earthstone Parties shall have delivered or be prepared to deliver all of the deliverables Purchaser is required to deliver pursuant to Section 8.38.3.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
