Conditions Precedent - Seller. The obligations of Seller to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Seller pursuant to Section 7.4 hereof.
(a) The representations and warranties of Buyer set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date. 38
(b) Buyer shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time.
(c) Buyer shall have delivered to Seller a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.
(d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending.
(e) Buyer shall have furnished Seller with such certificates of its respective officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.2 as such conditions relate to Buyer as Seller may reasonably request.
Conditions Precedent - Seller. The obligations of Seller under this Agreement are contingent upon each of the following:
Conditions Precedent - Seller. The obligations of Seller to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Seller pursuant to Section 7.4 hereof.
(a) The representations and warranties of Buyer set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date.
(b) Buyer shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time.
(c) Buyer shall have delivered to Seller a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.
(d) Buyer shall have furnished Seller with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.2 as such conditions relate to Buyer as Seller may reasonably request.
Conditions Precedent - Seller. All obligations of Buyer under this Agreement are subject to the fulfillment by Seller of each of the following conditions precedent on or before the Date of Closing:
(a) That all of Seller's representations and warranties contained in this Agreement are materially true and correct as of the Date of Closing.
(b) That Seller has, in all material respects, complied with and performed all agreements and conditions required by this Agreement to be performed or complied with by Seller and not waived in writing by Buyer.
(c) That Seller has delivered to Buyer properly executed instruments of conveyance of all Assets and assignment of all agreements, subject to Article II hereof.
(d) That Seller has delivered to Buyer an opinion of its attorney dated the Date of Closing, satisfactory to Buyer's counsel, that:
(i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as now conducted and to own and operate their properties, Assets and businesses; and,
(ii) All corporate and other proceedings required to be taken by Seller to authorize and carry out this Agreement and the transactions contemplated hereby have been duly and properly taken; the execution and delivery of this Agreement by Seller and their performance of the transactions contemplated hereby will not result in the breach of any terms or conditions of or constitute a default under or violate as the case may be any of Seller's articles of incorporation or bylaws, or insofar as such counsel is aware, any material agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, oral or written, to or by which Seller is bound or to which any of Seller's Purchased Assets are subject; insofar as such counsel is aware, all requisite consents of third parties to any action to be taken by Seller hereunder, including the sale, transfer or assignment of any asset or agreement, have been obtained subject to the conditions of Article II of this Agreement; to the best of its knowledge when closed and consummated in accordance with the provisions of this Agreement, the transactions contemplated by this Agreement will transfer to Buyer all of Seller's right, title and interest in and to the Purchased Assets, subject to the terms of this Agreement and, that this Agreement is a valid and binding obligation of Seller in accordance with their terms;
(iii) Insofar as counsel is...
Conditions Precedent - Seller. The obligations of Seller to effect the sale and transfer of the Shares shall be subject to satisfaction of the following conditions at or prior to the Closing.
(a) The representations and warranties of Purchasers set forth in Article 4 hereof shall be true and correct as of the date of this Agreement and in all material respects as of the Closing as though made anew as of the Closing, unless in the latter case the representation and warranty specifically relates to an earlier date;
(b) Purchasers shall have performed in all material respects all obligations and complied in all material respects with all covenants and agreements required to be performed and complied with by it pursuant to this Agreement at or prior to the Closing;
(c) Seller shall have been released from any and all guarantees of obligations relating to EQS or EquiServe Trust described in SECTION 6.2(C) of the Seller's Disclosure Schedule;
(d) Seller shall have received from Purchasers the documents to be delivered to Seller pursuant to Section 2.4;
(e) Each of Purchasers shall have delivered to Seller a certificate, dated as of the Closing and signed by a duly authorized officer, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.
Conditions Precedent - Seller. 5.1 The Seller’s obligation to sell the Aircraft hereunder is subject to the following express conditions precedent on the Delivery Date:
(a) receipt by the Seller of the Purchase Price, as provided for in Clause 4.5;
(b) receipt by the Seller of a copy certified by an officer of the Purchaser to be a true, complete and up-to-date copy of the constitutive documents of the Purchaser;
(c) receipt by the Seller of a copy certified by an officer of the Purchaser, to be a true, complete and up-to-date copy of resolutions of the board of directors (or other appropriate governing body) of the Purchaser, which are in full force and effect and not amended or rescinded:
(i) approving the terms of, and the transactions contemplated by the Transaction Documents; and
(ii) authorising a specified person or persons to sign and deliver on behalf of the Purchaser, the Transaction Documents and any notices or other documents to be given or entered into pursuant thereto, and
(iii) a specimen signature of each such person;
(d) the representations and warranties of the Purchaser in Clause 8 of this Agreement being true and correct on the Delivery Date as though such representations and warranties have been made as of the Delivery Date;
(e) the Purchaser having complied with its material obligations under the Transaction Documents required to have been performed at or before Delivery;
(f) receipt by the Seller of the conditions precedent which it is entitled to receive pursuant to Clause 5.4 of the Lease Novation;
(g) receipt by the Seller of a letter from the Purchaser’s process agent in Germany addressed to the Purchaser agreeing to act as the Purchaser’s process agent in connection with the Transaction Documents;
(h) receipt by the Seller of evidence reasonably satisfactory to the Seller demonstrating that the insurances required to be effected pursuant to Clause 12 of this Agreement have been effected;
(i) no change having occurred after the date of this Agreement in any applicable law which would make it illegal for the Seller to perform any of its obligations under this Agreement (and any other documents or agreements to be entered into pursuant hereto), provided that if any such change has occurred, the parties shall use all reasonable cooperative endeavours to restructure the transaction contemplated by such documents so as to avoid the aforementioned illegality;
(j) the receipt by the Seller of the Lease Novation duly executed by the Lessor, the Lessee, the Lease Guara...
Conditions Precedent - Seller. The obligations of Seller at the Closing hereunder are subject, at Seller's election, to the satisfaction on or prior to the date of Closing of the conditions set forth below. Notwithstanding the failure of any one or more of such conditions, Seller may nevertheless proceed with Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that as of the date of Closing Seller has knowledge of the failure of any of such conditions or the breach by Buyer of any of the representations or warranties contained in this Agreement and nevertheless proceeds with Closing, Seller shall be deemed to have waived for all purposes any rights or remedies it may have against Buyer by reason of failure of any condition or the breach of any such representation or warranty.
(a) The representations and warranties made by Buyer in this Agreement shall be complete, true and correct in all material respects on and as of the date of Closing with the same effect as though such representations and warranties had been made or given on and as of the date of Closing (except for representations and warranties that relate to a specific date).
(b) Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Buyer prior to or on the date of Closing.
Conditions Precedent - Seller. It shall be conditions precedent to Seller’s obligation to sell the Property to Purchaser that (i) Purchaser shall have performed, observed and complied in all material respects with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Purchaser at or prior to Closing, including, without limitation, the delivery of the items described in Section 5.3, (ii) all of Purchaser’s representations and warranties contained in Section 9.3 shall have been true and correct in all material respects when made and remain true and correct as of the Closing Date, (iii) Major Tenant has either delivered on or before the Closing a waiver of its ROFO, or, after having received the requisite written notice of this Agreement, has allowed the period during which Major Tenant was entitled to exercise its ROFO to pass without exercising such right (provided, however, that Seller and Purchaser agree that that certain waiver letter from Major Tenant, dated as of October 26, 2016, is sufficient to satisfy the condition set forth in this Section 4.4(iii) for the Transaction as contemplated by the terms of this Agreement).
Conditions Precedent - Seller. 38 6.3 Conditions Precedent - Buyer. . . . . . . . . . . . 39
Conditions Precedent - Seller. The obligations of Seller to effect the transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions, unless waived by Seller pursuant to Section 7.3:
(a) The representations and warranties of Buyers set forth in Article IV shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation or warranty that specifically relates to an earlier date.
(b) Buyers shall have performed, in all material respects, all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Closing.
(c) Between the date of this Agreement and the Closing Date, there shall not have occurred any change or condition, event, circumstance, fact, or occurrence, other than as provided in this Agreement, which may reasonably be expected to have a Material Adverse Effect on Buyers.
(d) Buyers shall have delivered to Seller all of the items listed in Section 2.4(a).
