Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to effect the Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing Date of the conditio ns set forth in Section 7.01 and of the following additional conditions precedent (compliance with which or the occurrence of which may be waived in whole or in part in a writing executed by the Purchaser):
(a) (i) the Seller shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date and (ii) the representations and warranties of the Seller contained in this Agreement, without giving effect to any qualifications therein relating to Seller's Knowledge (A) that are not qualified as to materiality or Material Adverse Effect, if not true and correct in all material respects as of the Closing Date, as if made as of such time, shall not have a Material Adverse Effect, and (B) that are qualified as to materiality or Material Adverse Effect shall be true and correct when made and as of the Closing Date, as if made as of such time (except in each case to the extent such representations and warranties shall be expressly made as of a certain date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such earlier date);
(b) no event or circumstance shall have occurred since the date of this Agreement which, independently or together with any other event or circumstance that has so occurred or is reasonably likely to occur, has or is reasonably likely to have imminently a Material Adverse Effect;
(c) all Governmental Requirements necessary in connection with the Contemplated Transactions have been fulfilled in a manner consistent with Section 5.07, except as would not have a Material Adverse Effect;
(d) the Seller shall have obtained the consents required to transfer to the Purchaser or one or more of its Designees its rights, title and interests in the Contracts identified in Section 7.03(d) of the Disclosure Letter to the extent such consents are required by law with respect to the Contemplated Transactions, after giving effect to the Sale Order;
(e) subject to Section 1.04(i), any and all Cure Amounts in respect of Assumed Contracts shall have been paid by the Seller and all such contracts shall have been assumed by the Seller for assignment to the Purchaser; provided, however, that this condition shall not be satisfied if the exclus...
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver by the Purchaser) of the following conditions on or prior to the Closing Date: (i) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on, as of and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date; (iii) the Purchasers shall have received a certificate from the Company, in form and substance satisfactory to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, (b) that the attached copies of the Certificate of Incorporation, the resolutions of the Board of Directors are all true, complete and correct and remain unamended and in full force and effect; (iv) since the date hereof, there shall have been no Company Material Adverse Effect; (v) the Shares shall be approved for listing on the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected to the Board of Directors in accordance with the terms of the Stockholders Agreement; and (vii) the Purchaser shall have received from the Seller the certificates representing the Shares and the executed Stockholders Agreement and Registration Rights Agreement.
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to close the purchase of the Property in accordance with this Agreement shall be subject to the fulfillment of the following conditions precedent, the failure of any of which shall entitle the Purchaser either to waive such condition or to terminate this Agreement in accordance with the terms hereof. If Purchaser elects to terminate this Agreement due to the failure of any condition listed herein, Purchaser shall so notify Seller in writing prior the Closing, in which event, the Deposit shall be returned to the Purchaser, and nether party hereto shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement. If no such notice is given before the Closing, all conditions set forth herein shall be considered to have been satisfied or waived by Purchaser. Regardless of whether any such conditions are deemed to be so waived, Seller shall not, without the prior written consent of Purchaser, take any action or fail to take any action prior to the Closing that would adversely affect the satisfaction of any of such conditions as of the Closing Date. The conditions are as follows:
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Seller shall have performed in all material respects its obligations under this Agreement required to be performed by the Seller at or prior to the Closing Date;
(b) each of the representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date, except where the failure of such representation and warranty to be true and correct would not have a Material Adverse Effect;
(c) the receipt by the Purchaser of the Refinancing Commitment by the Purchaser;
(d) the closing of a transaction or transactions in which the Purchaser receives funds and credit lines, etc., which are sufficient to (i) pay the Cash Payment, (ii) refinance all of Purchaser's outstanding indebtedness immediately prior to the Closing, (iii) provide collateral for required Financial Assurance, (iv) fund the payment of all reasonable costs and expenses of the transactions described in this Agreement and (v) provide ongoing funding for working capital needs and general corporate purposes;
(e) the completion of and satisfaction with the results of continuing financial, business, environmental and legal due diligence, provided however, that this condition shall be considered satisfied as of the Due Diligence Expiration Date;
(f) the receipt by the Purchaser of the Financial Assurance Commitment;
(g) the Purchaser shall have received from the Seller the audited Balance Sheets as of August 31, 2001, August 31, 2000, and August 31, 1999, by the date(s) set forth in Section 5.13;
(h) the Seller shall have executed the Ancillary Agreements;
(i) the requested relief from the SEC, as described in Section 5.14 hereof, shall have been received by the Purchaser;
(j) the Purchaser shall have received all Permits material to the Business to allow the Purchaser and the Purchasing Subs to operate the facilities included in the Acquired Assets or owned and/or operated by the Transferred Subs;
(k) not later than the dates specified in Section 5.1(b), the Bidding Procedures Order shall have been entered;
(l) a Material Adverse Effect shall not have occurred since the date of this Agreement; and
(m) the Purchaser shall have received opinions of the Seller's Canadian counsel as required under Section 2.2(a)(xiv).
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Transaction is subject to the satisfaction or the Purchaser’s waiver (where permitted), at the Closing, of each of the following conditions:
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Seller shall have performed in all material respects its obligations under this Agreement required to be performed by the Seller at or prior to the Closing Date;
(b) each of the representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date;
(c) the successful completion by the Purchaser of that level of due diligence the Purchaser deems reasonably required;
(d) the Seller's Assets are fee and clear of all perfected, filed and recorded liens, charges and encumbrances except those noted in Schedule 2.
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Seller shall have performed in all material respects its obligations under this Agreement required to be performed by the Seller at or prior to the Closing Date;
(b) each of the representations and warranties of the Seller contained in this Agreement shall be true and correct in all respects (without regard to any materiality or knowledge exceptions or qualifications contained therein) as of the Closing Date, except where the failure of such representations and warranties to be so true and correct does not, and could not be reasonably likely to have a Material Adverse Effect; and
(c) there shall not have occurred a Material Adverse Effect since the Effective Date.
Conditions Precedent to Obligation of the Purchaser. The obligation of Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date, of the following conditions:
Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate the sale and purchase provided for herein is subject to the satisfaction on the Closing Date of the following conditions precedent, unless (except in the case of the conditions set forth in Section 6.3 hereof) waived in writing by the Purchaser:
