CONDITIONS PRECEDENT TO OBLIGATIONS OF NEWCO Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF NEWCO. The obligations of Newco under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF NEWCO. Newco's obligation to consummate the Merger and to take the other actions required to be taken by Newco at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Newco, in whole or in part):
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CONDITIONS PRECEDENT TO OBLIGATIONS OF NEWCO. The obligation of Newco to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Newco in whole or in part to the extent permitted by applicable law): (a) The representations and warranties of Bxxxxxx set forth as of the date of this Agreement in Article 5 that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, without the benefit of any supplement or amendment pursuant to Section 7.7. (b) Bxxxxxx shall have performed and complied with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) There shall not be in effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, nor shall there be pending or threatened in writing any legal proceeding seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby. (d) The waiting period applicable to the transactions contemplated by this Agreement under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act shall have expired or early termination shall have been granted. (e) All Required Governmental Authorizations and Permits identified in Schedule 8.1(e) have been obtained. (f) All Required Third Party Consents identified in Schedule 8.1(f) have been obtained. (g) The transactions contemplated by this Agreement shall have been approved by the general partner of Newco, the board of managers of USPB, and the lenders and members of National Beef. (h) The total amount of Indebtedness comprising Assumed Liabilities shall not exceed $54,250,000; provided, that this limit may be increased to the extent that (i) outstanding borrowings under Bxxxxxx'x existing revolving line of credit at the Closing Date exceed $11,581,000; and (ii) the amount in clause (i) is matched by a corresponding increase in Working Capital in excess of $19,786,000. (i) The total amount of Assumed Liabilities shall not exceed $68,970,000, subject to (i) any increase in Indebtedness comprising Assumed Liabilities as described in Section 8.1(h); and (ii) any increase in ...
Sample 1
CONDITIONS PRECEDENT TO OBLIGATIONS OF NEWCO. The obligations of -------------------------------------------- Newco to consummate the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions (any or all of which may be waived by Newco): (a) all representations and warranties of the Transferors made herein shall, in each case, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects, in each case, at and as of the date of this Agreement and on the Closing Date, with the same effect as though those representations and warranties had been made at and as of the Closing Date;
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Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF NEWCO

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

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