CONDITIONS PRECEDENT TO BUYER’S. PERFORMANCE AND TO SELLER’S PERFORMANCE
CONDITIONS PRECEDENT TO BUYER’S. OBLIGATION TO CLOSE ------------------- Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
CONDITIONS PRECEDENT TO BUYER’S. OBLIGATIONS TO CLOSE 49 Section 8.1 Accuracy of Seller’s Representations 49 Section 8.2 Seller’s Performance 50 Section 8.3 Bring Down Certificate 50 Section 8.4 Consents 50 Section 8.5 Government Authorizations 50 Section 8.6 Additional Documents 50 Section 8.7 No Proceedings 51 Section 8.8 No Claim Regarding Stock Ownership or Sale Proceeds 51 Section 8.9 No Conflict 51 Section 8.10 No Material Adverse Change 51 Section 8.11 Closing of FGC Acquisition 51 Section 8.12 Bailment Agreement 51
CONDITIONS PRECEDENT TO BUYER’S. OBLIGATIONS TO CLOSE 61 8.1 REPRESENTATIONS AND WARRANTIES. 61 8.2 PERFORMANCE. 61 8.3 OFFICER’S CERTIFICATE. 61 8.4 GOVERNMENTAL APPROVALS. 61 8.5 OTHER APPROVALS. 61 8.6 INJUNCTIONS. 61 8.7 CLOSING DELIVERIES. 61 8.8 MATERIAL ADVERSE EFFECT. 61 8.9 PERMITS. 62 8.10 REPAYMENT OF INDEBTEDNESS 62 8.11 REDEMPTION. 62 8.12 ENVIRONMENTAL REPORTS. 62 8.13 SHARED SERVICES AGREEMENT. 62
CONDITIONS PRECEDENT TO BUYER’S. Obligations The obligations of Buyer to consummate the transactions described in Section 1 of this Agreement are, at the option of Buyer, subject to fulfillment or waiver of the following conditions at or prior to Closing: (a) Buyer shall have completed to its satisfaction Buyer's review, study, investigation and other due diligence activities with respect to the Assets and the Pathfinder Business; (b) there shall have been no material changes in the Assets or the Pathfinder Business during the Interim Period;
CONDITIONS PRECEDENT TO BUYER’S. OBLIGATIONS ----------- The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment to its satisfaction of the following conditions prior to or at the Closing (unless expressly waived in writing by Buyer).
CONDITIONS PRECEDENT TO BUYER’S. OBLIGATIONS TO CLOSE 61 8.1 Representations and Warranties 61 8.2 Performance 61 8.3 Officer’s Certificate 61 8.4 Governmental Approvals 61 8.5 Other Approvals 61 8.6 Injunctions 61 8.7 Closing Deliveries 61 8.8 Material Adverse Effect 61 8.9 Permits 62 8.10 Repayment of Indebtedness 62 8.11 Redemption 62 8.12 Environmental Reports 62 8.13 Shared Services Agreement 62 ARTICLE IX. TERMINATION 62 9.1 Termination 62 9.2 Procedure and Effect of Termination 63 ARTICLE X. INDEMNIFICATION 63 10.1 Indemnification 63 10.2 Treatment of Indemnification Payments 67 ARTICLE XI. MISCELLANEOUS 67 11.1 Agent 67 11.2 Fees and Expenses 68 11.3 Governing Law 68 11.4 Amendment 68 11.5 Assignment 68 11.6 Waiver 68 11.7 Notices 69 11.8 Complete Agreement 69 11.9 Counterparts 69 11.10 Publicity 69 11.11 Headings 70 11.12 Severability 70 11.13 Third Parties 70 11.14 Jurisdiction; Service of Process 70 11.15 Further Assurances 70 11.16 Time of the Essence 70 11.17 Construction 70 11.18 Specific Performance 71 iii
