Conditions Precedent to Closing by Purchaser. Except as expressly waived in writing by the Purchaser, the obligation of Purchaser to purchase the Assets is subject to the following conditions:
Conditions Precedent to Closing by Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it at or subsequent to the Closing under this Agreement is subject to the fulfillment prior to or at the Closing of each and every one of the following conditions:
Conditions Precedent to Closing by Purchaser. Purchaser shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser:
Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made;
Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date;
Section 9.03. Seller shall have delivered to Purchaser a certificate of an officer of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of Seller’s representations and warranties contained herein, and to the fulfillment of Seller’s covenants and conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement;
Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form attached hereto as Exhibit 9.04 (the “Guarantee”);
Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP;
Section 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred;
Section 9.07. A Lease Agreement shall have been executed between IIT and Purchaser (“Lease Agreement”);
Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, and (ii) a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,000;
Section 9.09. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date;
Section 9.10. Purchaser shall not have received from Sell...
Conditions Precedent to Closing by Purchaser. The obligation of Purchaser to consummate the Closing is subject to the satisfaction (or written waiver by Purchaser, if permissible under applicable Law) of the following conditions precedent at or before the Closing:
(a) The representations and warranties made by Seller and Seller Parent in Section 3 hereof shall be true and correct in all material respects at the time of the Closing (without regard to any qualification therein as to materiality or “Material Adverse Effect”), with the same force and effect as if they had been made at and as of the time of the Closing (except for representations and warranties made as of a specified date, which shall be true and correct as of that specified date);
(b) Each of Seller and Seller Parent shall have duly complied with and performed in all material respects all covenants and agreements of Seller herein which are required to be complied with or performed by it at or before the Closing;
(c) All notifications, consents, authorizations, approvals and clearances from each Governmental Authority and any other Person required to be made or obtained, in connection with the transactions provided for in this Agreement shall have been made or obtained;
(d) The Gener8 Closing shall have occurred on terms that do not materially impede, interfere with, prevent, delay or limit the economic benefit to Purchaser of the transactions contemplated by this Agreement;
(e) Since December 31, 2017, there shall not have occurred any Material Adverse Effect, nor shall any Effect have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect;
(f) Purchaser shall have been furnished with a certificate, dated as of the Closing Date and in form and substance satisfactory to Purchaser, executed by an authorized officer of each of Seller and Seller Parent, certifying to the fulfillment of the conditions specified in Section 5.1(a), Section 5.1(b) and Section 5.1(e) hereof;
(g) No later than five (5) Business Days prior to the Company Shareholders Meeting (as defined in the Merger Agreement), the lenders under Purchaser’s Term Loan B Facility shall have consented to the transactions contemplated by this Agreement, and/or to the financing necessary in connection therewith, and agreed to amend the Term Loan B Facility to the extent necessary in order to consummate the transactions contemplated by this Agreement, in each case on terms and conditions reas...
Conditions Precedent to Closing by Purchaser. The obligation of Purchaser to purchase and pay for the Shares at the Closing is subject to the satisfaction (or waiver by Purchaser) at or before the Closing of the following conditions:
Conditions Precedent to Closing by Purchaser. The obligations hereunder of Purchaser to purchase and acquire the Shares are subject to the satisfaction of each of the following conditions at or prior to the Closing unless waived by Purchaser in writing:
1.4.1 The representations and warranties of the Company and Angeles Acquisition contained in this Agreement shall be true in all material respects, on the Closing Date, as if originally made on such date.
1.4.2 The Company and Angeles Acquisition shall have performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing.
(a) No statute, rule or regulation shall have been enacted or promulgated, and no order, decree, writ or injunction shall have been issued and shall remain in effect, by any court or governmental or regulatory body, agency or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or challenges the validity of the Business Combination (as defined below), and (b) no action, suit or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, with respect to the transactions contemplated hereby or the Business Combination or with respect to the Company or Angeles Acquisition which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company or any of its direct or indirect subsidiaries.
1.4.4 One or more certificates duly issued by the Company in the name of Purchaser, evidencing ownership of the Shares by Purchaser, shall have been dated as of the Closing Date and delivered to Purchaser at the Closing.
1.4.5 Purchaser shall have received the following documents from the Company, in form and content satisfactory to Purchaser:
(a) Certified copies of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this Agreement and the agreements referred to elsewhere in this Agreement, the issuance of the Shares to Purchaser and the other transactions contemplated hereby, together with a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, to the effect that such authorization remains in f...
Conditions Precedent to Closing by Purchaser. Purchaser shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser:
Conditions Precedent to Closing by Purchaser. The obligations of the Purchaser to purchase the assets and close shall be subject to the satisfaction of the following conditions precedent:
(a) The Purchaser shall have received from Fulbright & Jawoxxxx X.X.P., counsel for the Seller, a favorable opinion dated as of the Closing Date, in form and substance satisfactory to Purchaser and its counsel, Specxxx Gadon & Rosex XX, to the effect that, to the best of Fulbright & Jawoxxxx L.L.P.'s knowledge:
(i) Seller is a validly existing limited liability company in good standing under the laws of the State of Delaware.
(ii) Seller has the power to carry on its business as and where such business is now being conducted.
(iii) No provisions of the organizational documents of Seller set forth in the list attached to the opinion of Fulbright & Jawoxxxx X.X.P. (issued pursuant to Section 12(j) hereof), prevent Seller from delivering the assets to the Purchaser in the manner contemplated by this Asset Purchase Agreement or otherwise prohibit or would be breached by the consummation of the transactions contemplated herein.
Conditions Precedent to Closing by Purchaser. The obligation of Purchaser to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Purchaser and may be waived by Purchaser in its sole discretion.
Conditions Precedent to Closing by Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to and conditioned upon the satisfaction, at or prior to Closing, of each of the following conditions, any one or more of which may be waived by Purchaser:
