Conditions Precedent of Buyer. The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction of each of the following conditions, unless waived by Buyer in writing to the extent permitted by applicable law: (a) The representations and warranties of Seller contained in this Agreement and in any closing certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are specifically made as of another date, and Seller shall have delivered to Buyer a certificate to that effect. (b) Seller shall have performed and complied with all covenants of this Agreement to be performed or complied with by it at or prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect. (c) No legal action or proceeding shall have been instituted after the date hereof against the Purchased Assets or against Buyer arising by reason of the acquisition of the Purchased Assets pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a material adverse effect on Buyer or (iii) to have a material adverse effect on Buyer's right to own, operate or control the Business. (d) Seller shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect. (e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement shall have been so executed or delivered. (f) No casualty, loss or damage shall have occurred on or prior to the Closing Date to any of the properties or assets of Seller.
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Samples: Asset Purchase Agreement (Manhattan Associates Inc)
Conditions Precedent of Buyer. The obligations of Buyer to effect carry out the Closing under transactions contemplated by this Agreement are subject subject, at the option of Buyer, to the satisfaction of each satisfaction, or waiver by Buyer, of the following conditions, unless waived by Buyer in writing to the extent permitted by applicable law:
(a) The All representations and warranties of Seller the Seller, the Trust and Beneficiaries contained in this Agreement and in any closing certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are specifically made as of another dateClosing, and Seller the Seller, the Trust and Beneficiaries shall have delivered performed and satisfied in all material respects all agreements and covenants required by this Agreement to Buyer a certificate be performed and satisfied by them at or prior to that effectthe Closing.
(b) Seller shall have performed and complied with all covenants As of this Agreement to be performed or complied with by it at or prior to the Closing Date, and no suit, action or other proceeding (excluding any such matter initiated by or on behalf of Buyer) shall be pending or threatened before any court or governmental agency seeking to restrain Buyer or prohibit the Closing or seeking damages against Buyer or the Seller shall have delivered to Buyer or its properties as a certificate to that effectresult of the consummation of this Agreement.
(c) No legal action or proceeding Up to and including the Closing, there shall not have been instituted after any event, circumstance, change or effect that, individually or in the date hereof against the Purchased Assets aggregate, had or against Buyer arising by reason of the acquisition of the Purchased Assets pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to might have a material adverse effect on the Seller's business, operations, prospects, business, properties or financial condition. The Seller shall have kept Buyer advised as to all material operations and proposed material operations relating to the Seller. The Seller shall have (a) conducted its business in the ordinary course, (b) kept available the services of present employees, (c) maintained and operated its properties in a good and workmanlike manner, (d) paid or caused to be paid all costs and expenses (iiiincluding but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) complied with all of the covenants contained in all such material contracts, (f) maintained in force until the Closing Date insurance policies equivalent to have a material adverse those in effect on Buyer's right the date hereof, (g) complied in all material respects with all applicable legal requirements, and (h) used its best efforts to own, operate or control preserve the Businesspresent relationships of the Seller with persons having significant business relations therewith.
(d) The Seller and Trust shall have procured furnished Buyer with a certified copy of all of the consents, approvals necessary corporate and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for trust action on their behalf approving the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effectAgreement.
(e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement Buyer shall have been so executed completed its due diligence investigation, and the results thereof shall not have revealed that any of the representations of the Seller set forth herein are untrue or deliveredincorrect in any respect or otherwise be unsatisfactory to Buyer.
(f) No casualtyAll proceedings to be taken by the Seller and the Trust in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to Buyer and its counsel, loss or damage and Buyer and said counsel shall have occurred on received all such counterpart originals or prior certified or other copies of such documents as it or they may reasonably request. The Seller and the Trust shall have executed and delivered to the Closing Date Buyer of one or more Bills of Sale and other conveyance instruments with respect to any the Seller's transfer of the properties Transferred Assets in form and scope reasonably satisfactory to Buyer (collectively the "Conveyance Documents"), and transferred, conveyed, assigned and delivered good, valid and marketable title to all of the Transferred Assets from the Seller to the Buyer pursuant to the Conveyance Documents, free and clear of any and all liens, encumbrances, mortgages, security interests, pledges, claims, equities and other restrictions or assets charges of Sellerany kind or nature whatsoever.
(g) The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Transferred Assets contemplated hereby.
(h) The Seller shall have caused each of Paul Cashmere, Ros Cashmere, Haylee Cashmere, and Tim Cashmere (collxxxxvely, the "Employees") to enter into one-year xxployment agreements with the Designated Subsidiary including confidentiality and restraint provisions on terms mutually acceptable to the Buyer and each Employee.
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Conditions Precedent of Buyer. The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction of each of the following conditions, unless waived by Buyer in writing to the extent permitted by applicable law:law ("Buyer's Conditions Precedent"):
(a) The Each of the representations and warranties of Seller and the Operating Shareholders contained in this Agreement and in any closing certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are specifically made as of another date, except where the failure to be so true and Seller correct has not had a Material Adverse Effect, and the Operating Shareholders shall have delivered to Buyer a certificate to that effect.
(b) Seller Seller, the Operating Shareholders and Kodiak shall have performed and complied in all material respects with all covenants of under this Agreement to be performed or complied with by it any of them at or prior to the Closing Date, except where the failure to so perform and comply has not had a Material Adverse Effect, and Seller shall have delivered to Buyer a certificate to that effect.
(c) No injunction, judgment, or other order shall have been issued by any court or governmental authority in any legal action or proceeding shall have been instituted after the date hereof by a third party against the Purchased Assets Seller, Kodiak, any of Kodiak's assets or against Buyer arising by reason of the acquisition of the Purchased Assets Share pursuant to this Agreement, which is reasonably likely (i) restrains, prohibits or invalidates or seeks to restrain, prohibit or invalidate invalidate, the consummation of the transactions contemplated by this Agreement, or seeks damages related thereto, and Seller shall have delivered to Buyer a certificate to that effect (ii) to have a material adverse effect on Buyer provided that such certificate shall not include certification regarding legal actions or (iii) to have a material adverse effect on proceedings against Buyer's right to own, operate or control the Business).
(d) Seller and Kodiak shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effectauthority listed on Schedule 6.1(d) attached hereto.
(e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement described in Section 6.3 shall have been so executed or deliveredand delivered to Buyer.
(f) No casualtyThere have occurred no events that, loss individually or damage in the aggregate, have had a Material Adverse Effect.
(g) Buyer shall have occurred received a certificate executed in the name of and on or prior behalf of Kodiak by the President and Treasurer of Kodiak, in their capacity as officers and not in their capacity as individuals, to the Closing Date to any effect that the Financial Statements fairly represent in all material respects the financial position of Kodiak and the properties or assets results of operations and cash flows as of and for the periods indicated therein.
(h) The Agreement and all transactions contemplated hereby shall have been approved by the Trustees and shareholders of Seller.
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Conditions Precedent of Buyer. The Buyer's obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction at or before the Closing Date of each of the following conditions, unless conditions (the fulfillment of any of which may be waived by Buyer in writing to the extent permitted by applicable law:Buyer):
(a) All terms of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements.
(b) The representations and warranties of Seller Covisint contained in this Agreement and in any closing certificate or document delivered to Buyer pursuant hereto shall will be true and correct in all material respects at and as of the Closing Date as though if made at and as of that time other than such representations time, with the same force and warranties effect as are specifically if made at and as of another date, and Seller shall have delivered to Buyer a certificate to that effect.
(b) Seller shall have performed and complied with all covenants of this Agreement to be performed or complied with by it at or prior to the Closing Date, (1) subject to Section 6.6, (2) except for those representations and Seller shall warranties which address matters only as of a particular date which were true and correct as of such date and (3) except where the failure to be true and correct would not, in the aggregate, have delivered a material adverse effect on the Business or the Assets; provided, however, that, subject to the provisions of Section 6.6, Buyer a certificate will be entitled to that effectseek indemnification as provided in Article 9 of this Agreement.
(c) No legal action or proceeding shall There will not have been instituted after any material adverse change in the date hereof against Business or the Purchased Assets Assets.
(d) All courts of law, Governmental Entities and other third parties, the consent, authorization or against Buyer arising by reason approval of the acquisition of the Purchased Assets pursuant to this Agreement, which is reasonably likely (i) to restrainnecessary under any applicable law, prohibit rule, order or invalidate regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, (ii) will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws shall have expired.
(e) Buyer or (iii) shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on Buyer's right to own, operate the Business or control the Business.
(d) Seller shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect.
(e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement shall have been so executed or deliveredAssets.
(f) No casualty, loss or damage Buyer shall have occurred on received the following:
(1) Consistent with the summary provided to Buyer, a revised or prior amended Services and Fees Schedule between Ford Motor Company and Covisint, LLC, so as to indicate the 18 month term of the Portal Services provided pursuant to Services and Fee Schedule #NA01XXX00389, and the monthly user fee obligation of $5,000, each as described in the proposal made to Ford Motor Company; and
(2) A copy of exhibit 3.19 of the first amendment to the Closing Date to any of the properties or assets of SellerTransaction Agreement between Covisint and Delphi Automotive Systems, LLC, effective June 28, 2001.
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Conditions Precedent of Buyer. The obligations of the Buyer to effect the Closing under this Agreement hereunder are subject to the satisfaction of each of the following conditions, unless waived by Buyer in writing conditions that on or prior to the extent permitted by applicable lawClosing:
(a) a. The representations and warranties of Seller contained in this Agreement and in or any closing certificate or document delivered pursuant to Buyer pursuant hereto the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at on and as of the Closing Date as though such representations and warranties were made at and as of that time other than such date, except if such representations and warranties as are specifically were made as of another a specified date and such representations and warranties shall be true as of such date, and Seller shall have delivered to Buyer a certificate to that effect.
(b) b. Seller shall have performed and complied with all covenants of agreements and conditions require by this Agreement to be performed or complied with by it at or prior to or at the Closing DateClosing.
c. If requested by Bxxxx, and Seller shall have delivered to Buyer a certificate buyer copies of the resolutions of the board of directors of Seller authorizing the transactions contemplated herein, with such resolutions to that effectbe certified to be true and correct by its Secretary of Assistant Secretary.
(c) No d. On the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as provided herein.
e. All actions, proceedings, instruments, and documents required to carry out this Agreement, or incidental thereto, and all other related legal action or proceeding matters shall have been instituted approved by counsel for Buyer, if any.
f. The Assets or any substantial portion thereof shall not have been adversely affected in any material way as a result of any fire, accident, flood, or other casualty or act of God or the public enemy, nor shall any substantial portion of the Assets have been stolen, taken by eminent domain, or subject to condemnation. If the Closing occurs despite casualty as a result of the waiver of condition by Bxxxx, Seller shall assign or pay over to Buyer any proceeds of any insurance or condemnation proceeds with respect to any casualty involving the Assets that occurs after the date hereof against Closing.
g. There shall been no material change in the Purchased Assets or against Buyer arising by reason of in the acquisition of condition, financial or otherwise, or in the Purchased Assets pursuant to this Agreementbusiness, which is reasonably likely (i) to restrainproperties, prohibit earnings or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a material adverse effect on Buyer or (iii) to have a material adverse effect on Buyer's right to own, operate or control the Business.
(d) Seller shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect.
(e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement shall have been so executed or delivered.
(f) No casualty, loss or damage shall have occurred on or prior to the Closing Date to any of the properties or assets net worth of Seller.
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Conditions Precedent of Buyer. The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction of each of the following conditions, unless waived by Buyer in writing to the extent permitted by applicable law:
(a) The Each of the representations and warranties of Seller Evant contained in this Agreement and in any closing certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are specifically made as of another date, except where the failure to be so true and Seller correct has not had a Material Adverse Effect, and Evant shall have delivered to Buyer a certificate of an officer of Evant to that effect.
(b) Seller Evant shall have performed and complied in all material respects with all covenants of under this Agreement to be performed or complied with by it at or prior to the Closing Date, except where the failure to so perform and Seller comply has not had a Material Adverse Effect, and Evant shall have delivered to Buyer a certificate of an officer of Evant to that effect.
(c) No injunction, judgment, or other order shall have been issued by any court or governmental authority in any legal action or proceeding shall have been instituted after the date hereof by a third party against the Purchased Assets Evant, any of Evant's assets or against Buyer arising by reason out of the acquisition of the Purchased Assets pursuant to transactions contemplated by this Agreement, which is reasonably likely (i) restrains, prohibits or invalidates or seeks to restrain, prohibit or invalidate invalidate, the consummation of the transactions contemplated by this Agreement, (ii) to have a material adverse effect on Buyer or (iii) to have a material adverse effect on Buyer's right to own, operate or control the Businessseeks damages related thereto.
(d) Seller Evant shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effectauthority listed on Schedule 7.1(d).
(e) All The following documents required to be executed or delivered at Closing by Seller Evant pursuant to this Agreement shall have been so executed or delivered: (i) all documents described in Section 7.1(a), (b), (d), (h), (i), and (j) and (ii) all documents described in Section 7.3.
(f) No casualty, loss or damage The Agreement and all transactions contemplated thereby shall have been duly approved by Evant's board of directors and the holders of the requisite number of shares of Evant capital stock under the CGCL and Evant's Articles of Incorporation.
(g) There have occurred on or prior to between the date hereof and the Closing Date to any no events that, individually or in the aggregate, have had a Material Adverse Effect on Evant.
(h) Buyer shall have received a certificate executed in the name of and on behalf of Evant by each of the properties or assets Chief Executive Officer and the Chief Financial Officer of SellerEvant, in their capacity as officers and not in their capacity as individuals, to the effect that the Financial Statements and the 2004 Audited Financial Statements fairly represent in all material respects the financial position of Evant and the results of operations and cash flows as of and for the periods indicated therein.
(i) Evant shall have entered into a services agreement with Staples, Inc. in form and substance approved by Buyer, which approval shall not be unreasonably withheld.
(j) Evant shall have delivered to Buyer true, complete and correct copies of the Year 2004 Audited Financial Statements and the financial condition and results reflected therein shall not be materially different than information with respect to such period provided in the Financial Statements.
(k) Holders of no more than ten percent (10%) of the shares of Evant's capital stock issued and outstanding at the Effective Time, calculated on a fully-converted basis, shall be eligible to assert dissenters' rights under the CGCL.
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Conditions Precedent of Buyer. The obligations obligation of Buyer to effect the Closing under purchase and sale of the Membership Interests of the Company and assume the Assigned Contracts as contemplated by this Agreement are shall be subject to Seller and the satisfaction of each of Company, as applicable, satisfying the following conditions, unless waived by Buyer in writing additional conditions on or prior to the extent permitted Closing Date or waiver by applicable lawBuyer:
(a) The Seller and the Company, as applicable, shall have performed in all material respects the covenants and agreements contained in this Agreement that are required to be performed by them on or prior to the Closing Date;
(b) the representations and warranties of Seller contained set forth in this Agreement that are qualified as to materiality shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in any closing certificate or document delivered which case as of such date) and the representations and warranties of Seller set forth in this Agreement that are not qualified as to Buyer pursuant hereto materiality shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Date, as though if made at and as of that such time other than such representations and warranties as are specifically (except to the extent expressly made as of another an earlier date, and Seller in which case as of such date);
(c) Buyer shall have delivered to Buyer received a certificate to that effect.
(b) Seller shall have performed and complied with all covenants from an authorized officer or representative of this Agreement to be performed or complied with by it at or prior to Seller, dated the Closing Date, to the effect that, to the best of such officer’s knowledge, the conditions set forth in Section 6.2(a) and Seller shall have delivered to Buyer a certificate to that effect.
(cb) No legal action or proceeding shall have been instituted after the date hereof against the Purchased Assets or against Buyer arising by reason of the acquisition of the Purchased Assets pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a material adverse effect on Buyer or (iii) to have a material adverse effect on Buyer's right to own, operate or control the Business.satisfied;
(d) Seller shall have procured all of furnished Buyer with evidence reasonably satisfactory to Buyer that the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance Conversion has occurred in accordance with Section 5.6(d) of this Agreement by Seller prior to and in compliance with all applicable laws; and
(e) Seller, the Closing DateCompany and their respective Affiliates, and Seller as applicable, shall have delivered to Buyer a certificate to that effect.
(ei) All documents all such instruments required to be executed delivered under Section 2.5(b), or delivered at Closing (ii) otherwise required to consummate the transactions contemplated by Seller pursuant to this Agreement shall have been so executed or deliveredAgreement.
(f) No casualty, loss or damage shall have occurred on or prior to the Closing Date to any of the properties or assets of Seller.
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