Common use of Conditions Precedent to Closing by Seller Clause in Contracts

Conditions Precedent to Closing by Seller. Seller 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 Seller: Section 10.01. Each of the representations and warranties of Purchaser contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 10.02. Purchaser shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 10.03. Purchaser shall have delivered to Seller a certificate of an officer of Purchaser, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of the Purchaser’s representations and warranties, and to the fulfillment of the Purchaser’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.04. Seller shall have received certificates of Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx, Bxxxx X. Xxxxxx and Gxxx Xxxxxxx, each acting as officers of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of each of such officer to the accuracy in all material respects of the Seller’s representations and warranties, and to the fulfillment of the Seller’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.05. Seller shall not have received a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 10.06. Purchaser 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 10.07. The Lease Agreement shall have been executed by and between Purchaser and IIT; Section 10.08. 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 the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 10.09. Seller shall have received from its financial advisor a fairness opinion with respect to the sale of the Transferred Business; Section 10.10. Opinions of Bxxxx & MxXxxxxx, counsel to Purchaser, addressed to Seller and reasonably acceptable to Seller, including an opinion in substantially the form attached hereto as Exhibit 10.10-C; Section 10.11. The Linking Agreement shall have been executed by and between Purchaser and Seller; Section 10.12. The Rights Agreement shall have executed by and between Purchaser and Seller; Section 10.13. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 10.14. Purchaser shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment of each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto;

Conditions Precedent to Closing by Seller. Seller 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 Seller: Section 10.01. Each of the representations and warranties of Purchaser contained herein shall be true and correct as of the Effective Date date of this Agreement and as of the Closing Date as if then originally made; Section 10.02. Purchaser shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 10.03. Purchaser shall have delivered to Seller a certificate of an officer of Purchaser, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of the Purchaser’s representations and warranties, and to the fulfillment of the Purchaser’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.04. Seller shall have received certificates of Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx, Bxxxx X. Xxxxxx and Gxxx Xxxxxxx, each acting as officers of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of each of such officer to the accuracy in all material respects of the Seller’s representations and warranties, and to the fulfillment of the Seller’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.05. Seller shall not have received a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement;. Section 10.06. Purchaser 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 10.07. The Lease Agreement Amendment shall have been executed by and between Purchaser and IITSeller; Section 10.08. 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 the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 10.09. Seller shall have received from its financial advisor a fairness opinion with respect to the sale of the Transferred Business; Section 10.10. Opinions of Bxxxx & MxXxxxxx, counsel to Purchaser, addressed to Seller opining that (i) as of the Closing, the Purchaser has only one class of capital stock outstanding and reasonably acceptable meets all other requirements for making an election under Section 2553 of the Code to Sellerelect to be taxed as an S corporation, including an opinion in substantially (ii) the form attached hereto as Exhibit 10.10-CPurchaser will not be subject to excise taxes or penalties under the Economic Growth and Tax Relief Reconciliation Act of 2001, and (iii) certain other matters; Section 10.11. The Linking Agreement shall have been executed by and between Purchaser and Seller; Section 10.12. The Registration Rights Agreement shall have executed by and between Purchaser and Seller; Section 10.13. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements;; and Section 10.14. Purchaser shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment of each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new incentive payment under an amended employment agreement by Purchaser which is reasonably acceptable to replacing such employee and the parties hereto;Value Added Payment.

Conditions Precedent to Closing by Seller. Seller shall not be required As a condition to proceed Seller’s obligations to sell the Assets to Purchaser on the Closing Date with Date: (a) Purchaser shall pay the balance of the Purchase Price (after application of the Deposit), subject to proration and adjustment pursuant to this Agreement to Seller by wire transfer of immediately available funds to an account specified by Seller. (b) Purchaser shall execute and deliver an Assignment and Assumption Agreement in the form attached hereto as Exhibit C-1 and an Assignment and Assumption of Leases in the form attached hereto as Exhibit D-2. (c) Seller shall have obtained all consents, authorizations, licenses, permits and approvals required for the consummation of the transactions contemplated by this Agreement unless Agreement, including without limitation, the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Seller:OCC Clearance. Section 10.01. Each of the (d) The representations and warranties of Purchaser contained set forth herein shall be materially true and correct as of the Effective Date Closing Date. (e) Purchaser, at Purchaser’s sole cost and as of the Closing Date as if then originally made; Section 10.02. Purchaser expense, shall have fully complied received (subject to the Closing) the Existing Title Policy Endorsements (to the extent required by Purchaser and ordered by Purchaser prior to or within five (5) days after the date hereof) and the New Title Policies in accordance with all of its covenants contained herein, this Agreement (to the extent ordered by Purchaser on or prior to the Closing Date; Section 10.03date hereof). Failure of Purchaser to deliver or perform any such items within five (5) days after written notice of such failure, shall constitute a breach hereof and enable Sellers, as Sellers’ sole and exclusive remedy, to terminate this Agreement, retain the Deposit as its liquidated damages for such breach, whereupon this Agreement shall terminate and neither party shall have delivered to Seller a certificate of an officer of Purchaser, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of the Purchaser’s representations and warranties, and to the fulfillment of the Purchaser’s covenants and conditions precedent to the Seller’s any further rights or obligations to consummate the purchase contemplated by this Agreement; Section 10.04. Seller shall have received certificates of Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx, Bxxxx X. Xxxxxx and Gxxx Xxxxxxx, each acting as officers of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of each of such officer to the accuracy in all material respects of the Seller’s representations and warranties, and to the fulfillment of the Seller’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.05. Seller shall not have received a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 10.06. Purchaser 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 hereunder except for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 10.07Surviving Obligations, which shall survive such termination. The Lease Agreement shall have been executed by and between Purchaser and IIT; Section 10.08. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agencyTHE PARTIES AGREE THAT SELLERS’ DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT HEREUNDER WOULD BE DIFFICULT AND IMPRACTICAL TO CALCULATE AND THAT SUCH RETENTION OF THE DEPOSIT (A) HAS BEEN AGREED UPON, body or authority which prohibits the consummation the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 10.09. Seller shall have received from its financial advisor a fairness opinion with respect to the sale of the Transferred Business; Section 10.10. Opinions of Bxxxx & MxXxxxxxAFTER NEGOTIATION, counsel to PurchaserAS THE PARTIES REASONABLE ESTIMATE OF SELLERS’ DAMAGES, addressed to Seller and reasonably acceptable to Seller(B) REPRESENTS A FAIR AND ADEQUATE MEASURE OF DAMAGES, including an opinion in substantially the form attached hereto as Exhibit 10.10-AND (C; Section 10.11. The Linking Agreement shall have been executed by and between Purchaser and Seller; Section 10.12. The Rights Agreement shall have executed by and between Purchaser and Seller; Section 10.13. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 10.14. Purchaser shall have received a written acknowledgment and waiver from Bxxxxx XxxxxREPRESENTS SELLERS’ EXCLUSIVE REMEDY AGAINST BUYER, Sxxxx XxxxxxxAT LAW OR IN EQUITY, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment of each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto;IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER.

Conditions Precedent to Closing by Seller. Seller 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 Seller: Section 10.01. Each of the representations and warranties of Purchaser contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 10.02. Purchaser shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 10.03. Purchaser shall have delivered to Seller a certificate of an officer of Purchaser, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of the Purchaser’s representations and warranties, and to the fulfillment of the Purchaser’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.04. Seller shall have received certificates of Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx, Bxxxx X. Xxxxxx, Jxxx Xxxxxx and Gxxx Xxxxxxx, each acting as officers of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of each of such officer to the accuracy in all material respects of the Seller’s representations and warranties, and to the fulfillment of the Seller’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.05. Seller shall not have received a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 10.06. Purchaser 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 10.07. The Lease Agreement shall have been executed by and between Purchaser and IIT; Section 10.08. 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 the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 10.09. Seller shall have received from its financial advisor a fairness opinion with respect to the sale of the Transferred Business; Section 10.10. Opinions of Bxxxx & MxXxxxxx, counsel to Purchaser, addressed to Seller and reasonably acceptable to Seller, including an opinion in substantially the form attached hereto as Exhibit 10.10-C; Section 10.11. The Linking Agreement shall have been executed by and between Purchaser and Seller; Section 10.12. The Rights Agreement shall have executed by and between Purchaser and Seller; Section 10.13. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 10.14. Purchaser shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment of each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto; Section 10.15. Purchaser shall have received a written acknowledgment and waiver from Sxxxxxx Xxxxxxx by which he acknowledges that the transactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, provided that the General Counsel Employment Agreement has been assigned by Seller to, and assumed by, Purchaser with the consent of Sxxxxxx Xxxxxxx; Section 10.16. Bxxxxx Xxxxx and Seller shall have executed an agreement by which Bxxxxx Xxxxx forfeits his rights to all amounts held by Seller for his benefit under the Axxxx Retention Agreement and the Deferred Compensation Plan as of 5 p.m. EDT on the third business day prior to the Closing Date, provided that Bxxxxx Xxxxx and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to Bxxxxx Xxxxx and the parties hereto and with payment terms similar to those of the Mezzanine Note Securities Purchase Agreement and the Mezzanine Note Warrant; and Section 10.17. Neither Seller nor Purchaser shall have sent the other a notice, pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of this Agreement; and Section 10.18. Purchaser and the Trust shall have entered into a stock purchase agreement on or before the Closing Date.

Conditions Precedent to Closing by Seller. Seller 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 Seller: Section 10.01. Each of the representations and warranties of Purchaser contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 10.02. Purchaser shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 10.03. Purchaser shall have delivered to Seller a certificate of an officer of Purchaser, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of the Purchaser’s representations and warranties, and to the fulfillment of the Purchaser’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.04. Seller shall have received certificates of Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx, Bxxxx X. Xxxxxx and Gxxx Xxxxxxx, each acting as officers of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of each of such officer to the accuracy in all material respects of the Seller’s representations and warranties, and to the fulfillment of the Seller’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement; Section 10.05. Seller shall not have received a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 10.06. Purchaser 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 10.07. The Lease Agreement shall have been executed by and between Purchaser and IIT; Section 10.08. 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 the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 10.09. Seller shall have received from its financial advisor a fairness opinion with respect to the sale of the Transferred Business; Section 10.10. Opinions of Bxxxx & MxXxxxxx, counsel to Purchaser, addressed to Seller and reasonably acceptable to Seller, including an opinion in substantially the form forms to be attached hereto as Exhibit 10.10-A, Exhibit 10.10-B and Exhibit 10.10-C; Section 10.11. The Linking Agreement shall have been executed by and between Purchaser and Seller; Section 10.12. The Rights Agreement shall have executed by and between Purchaser and Seller; Section 10.13. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 10.14. Purchaser shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment of each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto;