Common use of Conditions of the Seller’s Obligations at Closing Clause in Contracts

Conditions of the Seller’s Obligations at Closing. The obligation of the Sellers to sell the Shares is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: (a) The representations and warranties contained in Section 3 hereof shall be true and correct in all respects as of the Closing. (b) The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing. (c) No government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the sale of the Shares by the Sellers illegal or otherwise prohibiting or preventing consummation of the sale of the Shares by the Sellers.

Appears in 4 contracts

Samples: Stock Repurchase Agreement (Monarch Alternative Capital LP), Stock Repurchase Agreement (Arch Coal Inc), Stock Repurchase Agreement (Arch Coal Inc)

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Conditions of the Seller’s Obligations at Closing. The obligation of the Sellers Seller to sell the Shares is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: (a) The representations and warranties contained in Section 3 hereof shall be true and correct in all respects as of the Closing. (b) The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing. (c) No government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the sale of the Shares by the Sellers Seller illegal or otherwise prohibiting or preventing consummation of the sale of the Shares by the SellersSeller.

Appears in 2 contracts

Samples: Stock Repurchase Agreement (Allison Transmission Holdings Inc), Stock Repurchase Agreement (Allison Transmission Holdings Inc)

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Conditions of the Seller’s Obligations at Closing. The obligation of the Sellers to sell the Purchased Shares is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: (a) The representations and warranties contained in Section 3 hereof Article IV shall be true and correct in all respects as of the Closingclosing. (b) The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing. (c) No government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order injunction or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the sale of the Purchased Shares by the Sellers illegal or otherwise prohibiting or preventing consummation of the sale of the Purchased Shares by the Sellers.

Appears in 1 contract

Samples: Purchase Agreement (Newell Brands Inc.)

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