Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) the Purchaser Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, at and as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents; (b) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be 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; (d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and (e) Purchaser shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations Each and every obligation of Sellers to consummate be performed on the transactions contemplated by this Agreement are Closing Date shall be subject to the fulfillmentsatisfaction, or written waiver by Member, prior to or on at the Closing Date, of each of the following express conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):precedent:
(a) (i) the Purchaser Fundamental Representations representations and warranties of Buyer contained in Section 4.1 [“Corporate”], Section 4.2 [“Authorization; Validity”], Section 4.3 [“No Brokers or Finders”] and Section 4.6 [“Financing”] shall be true and correct in all respects, except for de minimis inaccuracies, respects when made and at and as of the Closing Date with the same force and effect as though if those representations and warranties had been made on at and as of the Closing Date, ; (ii) each other representation and the other representations and warranties warranty of Purchaser set 72 forth Buyer contained in Article VI (disregarding all Materiality Qualifications) 4 shall be true and correct in all material respects when made and at and as of the Closing Date with the same force and effect as though made on the Closing Date (except for if those representations and warranties that are expressly had been made at and as of a particular time or period which the Closing Date; (iii) the representations and warranties of Parent contained in Section 5.1 [“Corporate”], Section 5.2 [“Authorization; Validity”], Section 5.3 [“No Brokers or Finders”] and Section 5.5 [“Subject Shares”] shall be true and correct in all respects when made and at and as of such particular time or period), except where the failure of Closing Date with the other same force and effect as if those representations and warranties had been made at and as of Sellers to the Closing Date; and (iv) each other representation and warranty of Parent contained in Article 5 shall be true and correct would not reasonably be expected in all material respects when made and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of the Closing Date, in each case except (A) to prevent the extent such representations and warranties speak as of a specified earlier date; and (B) as otherwise contemplated or materially interfere with Purchaser’s ability to consummate the transactions contemplated permitted by this Agreement and the Purchaser DocumentsAgreement;
(b) Purchaser Buyer and Parent shall have complied in all material respects have performed all obligations and complied with all provisions covenants necessary to be performed or complied with by them on or before the Closing Date, including, without limitation, the delivery of this Agreement all items required to be complied with by it on or prior delivered pursuant to the Closing DateSection 8.2;
(c) there Member shall not be in effect have obtained all consents and approvals from any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting Regulatory Entities necessary for the consummation of the transactions contemplated hereby, on terms and conditions reasonably satisfactory to Member, including, without limitation, the approval of the Financial Industry Regulatory Authority;
(d) any approvalno statute, rule or deemed approval, required under the German Competition Law or any other Applicable Competition Law regulation shall have been obtainedenacted or promulgated by any Governmental or Regulatory Entity which prohibits, restricts or makes illegal this Agreement or the transactions contemplated hereby; and
(e) Purchaser no Litigation shall have delivered to Sellers at be pending or threatened before any court or Governmental or Regulatory Entity that seeks restraint, prohibition, damages or other relief in connection with this Agreement or the Closing a certificate consummation of Purchaserthe transactions contemplated hereby, dated or that otherwise questions the Closing Date and duly executed by Purchaser, to validity or legality of this Agreement or the effect that consummation of the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedtransactions contemplated hereby.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of Purchaser Fundamental Representations set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be shall be true and correct in all respects, except for de minimis inaccuracies, at material respects as of the date hereof and as of the Closing Date as though made on (except to the Closing Date, and the other extent such representations and warranties of Purchaser set 72 forth expressly relate to an earlier date, in Article VI (disregarding all Materiality Qualifications) which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct at and as of the Closing Date as though made in all material respects, on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodearlier date), except where and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the failure of Closing Date, to the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentsforegoing effect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date;
(c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restrainingClosing, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law and Sellers shall have been obtained; and
(e) Purchaser shall have delivered to Sellers at the Closing received a certificate signed by an authorized officer of Purchaser, dated the Closing Date and duly executed by PurchaserDate, to the effect foregoing effect;
(c) Purchaser shall have either (i) agreed to assume the collective bargaining agreements for the Sellers’ Springfield and Canton facilities (the “Collective Bargaining Agreements”) or (ii) entered into ratified and binding collective bargaining agreements with the Unions that expressly terminate the conditions Collective Bargaining Agreements and any obligations of the Sellers thereunder to require Purchaser’s assumption of such Collective Bargaining Agreements; and
(d) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Sections 8.2(a) and 8.2(b) have been satisfiedSection 4.3.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions Precedent to Obligations of Sellers. The obligations of Sellers and Owners to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers and Owners in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Fundamental Representations set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date as though made on Closing, except to the Closing Date, and the other extent such representations and warranties of Purchaser set 72 forth expressly relate to an earlier date (in Article VI (disregarding all Materiality Qualifications) which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct at and as of the Closing Date as though made in all material respects, on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodearlier date), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date;
(c) Sellers shall have received a certificate signed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Sellers, dated the Closing Date, to the effect that each of the conditions specified above in Sections 9.2(a) and (b) have been satisfied in all respects;
(d) 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;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered obtained or, as applicable, made any consent, approval, order or authorization of, or registration, declaration, notification or filing with, any Person or Governmental Body required (including those referred to in Section 6.3(b)) to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
(f) Purchasers shall have delivered, or caused to be delivered, to Executive (i) evidence of the wire transfer referred to in Section 3.2 hereof and (ii) the duly executed Purchase Note;
(g) Purchaser shall have delivered, or caused to be delivered, to Sellers at a duly executed assignment and assumption agreement in the form attached hereto as Exhibit C hereto;
(h) Purchaser shall have delivered, or caused to be delivered, to the respective lessors under the Closing Real Property Leases duly executed leases in the respective forms of Exhibits E-1 and E-2 hereto; and
(i) Purchaser shall have delivered, or caused to be delivered, to Sellers each of (i) a certificate certification of a duly authorized officer of Purchaser concerning the Purchaser’s board of directors adoption and authorization of the execution, delivery and performance of this Agreement and each of the other Purchaser Documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (ii) a certified copy of the articles of incorporation and the by-laws of Purchaser, and (iii) a good standing certificate for Purchaser from its jurisdiction of organization dated no more than ten (10) Business Days prior to the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedDate.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement are Closing is subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each of the following conditions (set forth below; provided, however, that, notwithstanding the failure of any one or all 50 more of which such conditions, Sellers may be waived by Sellers nevertheless proceed with the Closing without satisfaction, in whole or in part to the extent permitted part, of any one or more of such conditions, but only if a written waiver thereof is executed by applicable Law):Sellers:
(a) Each of the Purchaser Fundamental Representations representations and warranties of Buyer contained herein shall be true and correct in all respects, except for de minimis inaccuracies, at and as of the Closing Date as though made on the Closing Date, and the material respects (other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those than such representations and warranties that are expressly made as of qualified by a particular time or period materiality standard, which representations and warranties shall be true and correct at in all respects) on and as of such particular time or period), except where the failure Closing Date with the same force and effect as though the same had been made on and as of the other Closing Date (except that representations and warranties that are made as of Sellers a specific date need to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;only as of such date).
(b) Purchaser shall have complied in all material respects with all provisions All of the covenants and agreements required by this Agreement required to be have been performed and complied with by it on or Buyer prior to or on the Closing Date shall have been performed and complied with prior to or on the Closing Date;.
(c) there shall not be in effect No preliminary or permanent injunction or other Judgment of any Order by a Governmental Body of competent jurisdiction restraining, enjoining court restraining or otherwise prohibiting the consummation of the transactions contemplated hereby;hereby shall be in effect. No action, suit or proceeding shall have been instituted or threatened by any Person (i) seeking to prohibit, restrict or delay, or to enjoin or obtain Damages from any of the Sellers in respect of, the consummation of the transactions contemplated hereby or by the Related Agreements or (ii) which, if adversely determined would, in the good faith judgment of Class A Unit Holders, cause a Buyer Material Adverse Effect.
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law Sellers shall have been obtained; and
(e) Purchaser shall have delivered to Sellers at the Closing received a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, from Buyer as to the effect that satisfaction of the conditions set forth in Sections 8.2(a6.2(a)-(c), (e) and 8.2(b(h) dated the Closing Date, executed by a duly authorized officer of Buyer.
(e) All consents, approvals or orders of any Authority, Self-Regulatory Organization or other third party the granting of which is required for the consummation of the transactions contemplated herein shall have been obtained and all waiting periods the expiration of which is required under applicable Legal Requirements, including under the Hart Scott Rodino Act, shall have expired or been terminated.
(x) Xxx Xxlated Agreements shall have been executed and delivered by Buyer, and shall constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms. Buyer shall have performed all acts, made all payments and executed and delivered all documents that are to be performed, made or executed by it or on its behalf at or prior to the Closing pursuant to such agreements. Each of the representations and warranties of Buyer contained therein shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date and all of the covenants and agreements required by the Related Agreements to have been performed and complied with by the parties thereto by the Closing Date shall have been performed and complied with prior to or on the Closing Date.
(g) No action shall have been taken by any Authority that would prohibit, restrict, delay, render illegal or enjoin the consummation of the transactions contemplated hereby or by the Related Agreements.
(h) Since the date of this Agreement, a Buyer Material Adverse Change shall not have occurred.
(i) The condition set forth in Section 6.1(j) shall have been satisfied.
(j) The Escrow Agreement and the Registration Rights Agreement shall each contain provisions, to the reasonable satisfaction of each Seller, permitting each Seller to enter into transactions for the transfer, pledge or disposition of the Instinet Common Stock of such Sellers held in escrow pursuant to this Agreement for the purpose of hedging against fluctuations in the price of Instinet Common Stock or to protect against a loss.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) the The representations and warranties of Purchaser Fundamental Representations set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, except for de minimis inaccuracies, at and as of the Closing Date as though made on Closing, except to the Closing Date, and the other extent such representations and warranties of Purchaser set 72 forth expressly relate to an earlier date (in Article VI (disregarding all Materiality Qualifications) which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct at and as of the Closing Date as though made in all material respects, on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodearlier date), except where and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the failure of the other representations and warranties of Sellers Closing Date, to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentssuch effect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to such effect;
(c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restrainingthat makes illegal, enjoining enjoins or otherwise prohibiting prohibits the consummation of the transactions contemplated hereby;; and
(d) any approvalPurchaser shall have delivered, or deemed approvalcaused to be delivered, required under to Sellers the German following:
(i) an amount equal to the Cash Purchase Price, minus the Escrow Amount, in accordance with Section 3.1 hereof;
(ii) a duly executed Assignment and Assumption Agreement;
(iii) a duly executed Non-Competition Law or any other Applicable Competition Law shall have been obtainedAgreement;
(iv) a duly executed Transition Services Agreement;
(v) a duly executed Escrow Agreement; and
(e) Purchaser shall have delivered delivered, or caused to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaserbe delivered, to the effect that Escrow Agent, the conditions set forth Escrow Amount in Sections 8.2(a) and 8.2(b) have been satisfiedaccordance with Section 3.1 hereof.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations ---------------------------------------------- of Sellers to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, satisfaction or waiver by each Seller at or prior to or on the Closing Date, of each all of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions:
(a) the Purchaser Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, at and as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser 14.2.1 Buyer shall have complied in all material respects with all provisions of this Agreement required its agreements and covenants contained herein to be complied with by it on performed at or prior to the Closing Date;
(c) there Closing, and all the representations and warranties of Buyer contained herein shall not be accurate in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation all material respects when made and at and as of the transactions contemplated hereby;
(d) any approval, or deemed approval, required under Closing with the German Competition Law or any other Applicable Competition Law same effect as though such representations and warranties had been made at and as of the Closing and Sellers shall have been obtained; andreceived an officer's certificate from Buyer to such effect.
(e) Purchaser 14.2.2 Buyer shall have delivered paid Banque Paribas for the account of Sellers the Purchase Price.
14.2.3 Buyer shall have provided to Sellers at the Closing a certificate of Purchaserwritten opinion from Xxxxxxx Xxxxxxxx Xxxx & Xxxxxx, P.C., dated the Closing Date Date, substantially in the form of Exhibit "P" attached hereto. In rendering such opinion, counsel may rely to the extent deemed appropriate on the certificates of officers or employees of Buyer and of public officials as to matters of fact and authenticity of documents and on opinions of counsel in other States as to questions under the law of such States.
14.2.4 All material documents, instruments and agreements required to be executed and delivered by Buyer at Closing as contemplated hereby shall have been duly executed and delivered by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) Buyer and 8.2(b) shall have been satisfiedreceived.
14.2.5 The cost to Sellers of the title insurance contemplated hereunder shall not exceed the cost of a title insurance policy in the Title Insurance Amount.
14.2.6 All applicable waiting periods (and any extensions thereof) under the H-S-R Act shall have expired or otherwise been terminated.
14.2.7 The consents and approvals referred to in Section 14.1.7 shall have been obtained and shall not have been withdrawn or revoked at Closing.
14.2.8 Buyer shall have received, the consent and commitment from Banque Paribas referred to in Section 14.1.10.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
Sellers): (a) the Purchaser Fundamental Representations all representations and warranties of Buyer and Orbit to Sellers shall be true and correct in all respects, except for de minimis inaccuracies, material respects at and as of the Closing Date with the same effect as though made on the Closing Date, and the other those representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct had been made at and as of that time; (b) Buyer and Orbit shall have performed, and complied in all material respects with, all obligations and covenants required by this Agreement to be performed or complied with by them, respectively, prior to or at the Closing; (c) Sellers shall have been furnished with certificates dated the Closing Date as though made on and in form and substance reasonably satisfactory to the Closing Date Sellers executed by the Chairman of the Board of Directors, the President or a Vice President of each of Buyer and Orbit and certifying to the fulfillment of the conditions specified in Sections 9.2(a) and 9.2(b) hereof; (except for those representations d) Sellers shall have been furnished with an opinion of Squadron, Ellenoff, Plesent & Xxxxxxxxx, LLP, counsel to Buyer and warranties that are expressly made as of a particular time or period which representations Orbit, in form and warranties substance reasonably satisfactory to Sellers: (e) there shall be true and correct at and as no judgment, decree, injunction, rule or order of such particular time any court, governmental department, commission, agency, instrumentality or period)arbitrator outstanding which prohibits, except where the failure restricts or delays consummation of the other representations and warranties of Sellers transactions contemplated by this Agreement; there shall be no pending lawsuit, claim or legal action relating to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
which would materially adversely affect such transactions or Sellers; (bf) Purchaser Sellers shall have complied in all material respects with all provisions received a copy of resolutions adopted by the Board of Directors of each of Buyer and Orbit authorizing the execution, delivery and performance of this Agreement required to be complied with by it on each of Buyer and Orbit, and a certificate of the Secretary or prior to an Assistant Secretary of Buyer, dated the Closing Date;
, stating that such resolutions were duly adopted and are in full force and effect at such date, and setting forth the incumbency of each person executing this Agreement, or any other documents delivered pursuant to this Agreement on behalf of each of Buyer and Orbit; (cg) there Buyer shall not be have executed and delivered to Sellers an Assumption Agreement in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting form and substance reasonably acceptable to Sellers (the consummation of "Assumption Agreement"); (h) this Agreement and the transactions contemplated hereby;
, as well as the Plan, shall have been approved and adopted by the affirmative vote of holders of a majority of all outstanding shares of Astrosystems entitled to vote for the transactions contemplated hereby; (di) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law Required Consents shall have been obtained; and
and (ej) Purchaser Buyer and Orbit shall have executed and delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedEscrow Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Orbit International Corp)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers Seller in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Fundamental Representations set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date as though made on Closing, except to the Closing Date, and the other extent such representations and warranties of Purchaser set 72 forth expressly relate to an earlier date (in Article VI (disregarding all Materiality Qualifications) which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct at and as of the Closing Date as though made in all material respects, on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodearlier date), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date;
(c) any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated;
(d) 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;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered obtained or made any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
(f) Purchaser shall have delivered, or caused to be delivered, to the Sellers’ Representative the Assignment and Assumption Agreement;
(g) Purchaser shall have delivered, or caused to be delivered, to the Sellers’ Representative evidence of the wire transfers referred to in Section 3.2(b);
(h) Sellers at shall have received certificates signed by each of the Closing a certificate Chief Executive Officer and Chief Financial Officer (or similar officers) of Purchaser, each in form and substance reasonably satisfactory to Sellers, dated as of the Closing Date and duly executed by PurchaserDate, to the effect that each of the conditions set forth specified above in Sections 8.2(a) and 8.2(b9.2(a)-(b) have been satisfiedsatisfied in all respects;
(i) no Legal Proceedings shall have been instituted or threatened, or claim or demand made, against any Seller or its Affiliates, or Purchaser or its Affiliates, that is reasonably likely to temporarily or permanently restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and 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;
(j) Sellers shall have received a sufficient number of written consents from the shareholders of Xxxxxx-Xxxxxx and the members of F-B Building to consummate the transactions contemplated hereby under Iowa Code Chapters 489 and 490; and
(k) Sellers shall have received fully executed and enforceable copies of each Facility Lease Agreement from Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Fundamental Representations contained in this Agreement (disregarding any "materiality" or "Purchaser Material Adverse Effect" qualifications contained therein) shall be true and correct in all respects, except for de minimis inaccuracies, at and respects as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those such representations and warranties that are expressly made as of a particular time or period address an earlier date, which such representations and warranties shall be true and correct at and as of such particular time or periodearlier date), except where the failure of the other representations and warranties of Sellers to be so true and correct has not had, and would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement have, a Purchaser Material Adverse Effect, and the Purchaser DocumentsCompany shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required in this Agreement required to be performed or complied with by it on or Purchaser prior to or on the Closing Date, and the Company shall have received a certificate signed by an authorized officer of Purchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect;
(c) there arrangements satisfactory to the Company shall not be in effect place regarding the Required Bonding (under which, for the avoidance of doubt, neither Sellers nor any Order by a Governmental Body of competent jurisdiction restrainingtheir Affiliates (including Wxxxxxxxxxxx Coal Company and its Affiliates) will be liable for the obligations of Purchaser), enjoining and the Company shall be satisfied that there have been no adverse developments or otherwise prohibiting occurrences that would reasonably be expected to be material and adverse in the consummation context of the transactions contemplated herebytransfer of one or more Transferred Permits/Licenses;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered to Sellers at all of the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions items set forth in Sections 8.2(aSection 4.3; and
(e) the Company shall be satisfied in its sole discretion that the bond agreements related exclusively to the Transferred Permits/Licenses (and 8.2(brelated instruments) have been satisfiedunderlying the existing reclamation and surety bonds of the Sellers with respect to the Transferred Permits/Licenses will be terminated upon the completion of the transfer of the related Transferred Permits and there shall be no remaining obligations of Sellers nor any of their Affiliates (nor Wxxxxxxxxxxx Coal Company and its Affiliates) thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP)
Conditions Precedent to Obligations of Sellers. The All obligations of Sellers to consummate the transactions contemplated by under this Agreement are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or conditions, unless waived in writing by all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):Sellers:
(a) All statutory and corporate requirements for the Purchaser Fundamental Representations consummation of the transaction contemplated by this Agreement shall have been fulfilled;
(b) All authorizations, orders, consents, and approvals of all federal, state, and local governmental agencies and authorities required to be obtained in order to permit the consummation of the transaction contemplated by this Agreement shall have been obtained, and all applicable waiting periods imposed by law or by rule, regulation, or order shall have expired;
(c) No temporary restraining order, preliminary injunction, or permanent injunction, or order by any governmental agency or court having similar effect, restraining, prohibiting, or restricting in any material way the consummation by any of the parties hereto of the transaction contemplated by this Agreement shall have been entered and be outstanding. There shall be no threatened, instituted, or pending action or proceeding before any court or governmental agency, by any governmental agency, or other person or entity challenging the legality or completion of the transaction contemplated by this Agreement;
(d) Each of the obligations and covenants of Buyer to be performed or complied with, pursuant to this Agreement on or prior to the Closing Date, shall have been duly performed or complied with; and
(e) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, except for de minimis inaccuracies, at and as of the Closing Date as though made date of this Agreement and on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be 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;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (First Financial Bancorporation /Ia/)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are hereby to be consummated at the Closing shall be subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of all the following conditions (conditions, any one or all more of which may be waived by Sellers in whole or in part to writing at the extent permitted by applicable Law):option of Sellers:
(a) the Purchaser Fundamental Representations All representations and warranties of AirTran made in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and correct in all respectsrespects (with respect to representations and warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited), except for de minimis inaccuracies, at in each case when made and as of the Closing Date as though if made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date that date (except for those other than such representations and or warranties that are expressly made speak only as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodan earlier date), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;.
(b) Purchaser shall have complied in all material respects with all provisions All of this Agreement required the terms, covenants and conditions to be complied with and performed by it AirTran on or prior to the Closing Date;Date shall have been complied with or performed in all material respects.
(c) there Sellers shall have received a certificate, dated as of the Closing Date, executed on behalf of AirTran by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the conditions specified in Section 5.5(a) and Section 5.5(b) have been fulfilled.
(d) The waiting period under the HSR Act or any other applicable competition, merger, control, Antitrust Law or similar Law shall have expired or terminated, and the FAA, DOT, City of Chicago, Chicago City Council and any other Governmental Authorities whose consent is required for consummation of the transactions contemplated hereby shall have issued all approvals required for the transactions contemplated hereby.
(e) There shall not be in effect any Order by a Law of any Governmental Body Authority of competent jurisdiction restraining, enjoining or otherwise preventing or prohibiting the consummation of the transactions contemplated hereby;by this Agreement.
(df) any approval, or deemed approval, required under AirTran and Sellers shall have duly and validly executed and delivered the German Competition Law or any other Applicable Competition Law Alliance Agreement.
(g) The Approval Order shall have been obtained; andentered and shall have become a Final Order.
(eh) Purchaser The City of Chicago shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, given its consent to the effect assignment and transfer of the Midway Leased Assets to AirTran and waived any cross default under the Facilities Lease that now or hereafter exists by reason of any other agreement between the conditions set forth in Sections 8.2(aCity of Chicago and Sellers.
(i) No action, suit or proceeding (including, without limitation, any proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. § 157(b) and 8.2(b(c)) shall be pending or overtly threatened by or before any Governmental Authority or pending or overtly threatened by any other Person to enjoin, restrain, prohibit or obtain substantial damages or significant equitable relief in respect of or related to any of the transactions contemplated by this Agreement, or that would be reasonably likely to prevent or make illegal the consummation of any transactions contemplated by this Agreement, and any such actions, suits or proceedings that have theretofore been satisfiedbrought and determined shall have become Final Orders without having any of the foregoing and without the imposition of any condition or requirement on Sellers.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillmentsatisfaction or the waiver by Sellers, on or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions:
(a) each of the representations and warranties of the Purchaser Fundamental Representations Entities set forth in Article 6 shall be true and correct in all respectsrespects on the date hereof and on and as of the Closing Date, except for de minimis inaccuracies, at with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date as though made on the Closing Date, and the (other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for than those representations and warranties that are expressly made as of refer to a particular time or period specified date, which representations and warranties shall need only be true and correct at on and as of such particular time or periodspecified date), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) the Purchaser Entities shall have performed and complied in all material respects with all provisions of agreements and covenants required by this Agreement required to be performed by or complied with by it such Purchaser Entities on or prior to the Closing Date;
(c) there no Applicable Law shall not have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in effect any Order by a Governmental Body of competent jurisdiction restrainingforce or applicable, enjoining which temporarily, preliminarily, or otherwise prohibiting permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated herebyby this Agreement;
(d) no suit, action or other proceeding by any approvalThird Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or deemed approvalseeking substantial damages in connection with, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; andtransactions contemplated by this Agreement;
(e) Purchaser if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the Xxxxxx Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers at the Closing a certificate of Purchaseran officer’s certificate, dated as of the Closing Date and duly executed by Purchasersubstantially in the form of Exhibit G, to the effect certifying that the conditions set forth in Sections 8.2(aSection 9.2(a) and 8.2(bSection 9.2(b) have been satisfiedfulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Par Pacific Holdings, Inc.)
Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions purchase and sale of the Interest and Assets as contemplated by this Agreement are is subject to the fulfillment, satisfaction or waiver on or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):precedent:
(a) Buyer shall have performed and complied in all material respects with all obligations and covenants that are to be performed or complied with or necessary to be performed or complied with by it on or before the Purchaser Fundamental Representations Closing Date;
(b) the representations and warranties of Buyer set forth in Article 4, taken as a whole, shall be true and correct in all respects, except for de minimis inaccuracies, at material respects both when made and as if made again on and as of the Closing Date as though made on the Closing Date, and the other (provided that all representations and warranties which are made as of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) a specific date shall be true and correct at and as of the Closing Date as though if made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and only as of such particular time or perioddate), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be complied with by it on or prior to the Closing Date;
(c) there Sellers shall not be in effect any Order by have received a Governmental Body certificate of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation an officer of the transactions contemplated herebyBuyer, in form reasonably satisfactory to Sellers, certifying that, to the knowledge of the officer making such certification, the matters referred to in paragraphs (a) and (b) of this Section 6.2 have been satisfied;
(d) any approval, or deemed approval, required under all Required Consents and the German Competition Law or any other Applicable Competition Law FERC and NCUC Transaction Approvals shall have been obtainedobtained and remain in effect;
(e) Sellers and all of their Affiliates shall have been fully, completely and unconditionally released from all of their respective Liabilities (if any) in respect of the Existing Letters of Credit, no amounts shall have been drawn under the Existing Letters of Credit, and the Existing Letters of Credit shall have been returned to Sellers at the Closing;
(f) no investigation, suit, action or other proceeding shall be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with the purchase and sale of the Interest or the consummation of the other transactions contemplated by this Agreement;
(g) neither Party shall have exercised any termination rights which it is entitled to exercise pursuant to Sections 2.5(b) or 8.1; and
(eh) Purchaser Buyer shall have delivered tendered to Sellers the Purchase Price and all of the documents, instruments and other items which Buyer is required to deliver at the Closing a certificate of Purchaserpursuant to Section 2.4(b), dated the Closing Date and duly executed by Purchaser, subject only to the effect that delivery by Sellers of the conditions set forth in Sections 8.2(a) documents, instruments and 8.2(b) have been satisfiedother items which Sellers is obligated to deliver at Closing pursuant to Section 2.4(a).
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement the Transaction Documents at the Closing are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, written waiver by Sellers of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions:
(a) The Manufacturers shall have waived all of their respective rights of first refusal and options to purchase the Dealerships (other than the rights of Mercedes-Benz USA, LLC with respect to the Respective Business of Mercedes-Benz of Arlington).
(b) (i) Except for the Purchaser Fundamental Representations Representations, all of the representations and warranties of Purchaser as set forth in Article II shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing as if made at and as of the Closing Date as though made on (without giving effect to materiality, material adverse effect or similar phrases in the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodwarranties), except where the failure of the other such representations and warranties of Sellers to be so true and correct correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent or materially interfere with have, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement and or the Purchaser Documents;
(b) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be complied with by it other Transactions Documents on or prior to the Closing Date;Date Deadline or otherwise to perform its obligations under the Transaction Documents, (ii) the Purchaser Fundamental Representations shall be true and correct as of the Closing as though made at and as of the Closing, except for any de minimis inaccuracies, and (iii) Purchaser shall have performed in all material respects all of its obligations, covenants and agreements hereunder to be performed by it prior to or at Closing.
(c) there Sellers shall have received the documents, certificates and resolutions described in Section 11.3, in the form herein provided or, if not be so provided, in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;form and substance reasonably satisfactory to Sellers.
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law Purchaser shall have been obtained; andexecuted and delivered each Post Closing Lease to the applicable Real Estate Owner concurrent with the closing hereunder.
(e) Purchaser The closing under the Real Estate PSA shall have delivered to Sellers at occurred, or shall be occurring concurrent with the Closing a certificate of Purchaser, dated closing hereunder.
(f) All applicable time periods under the Closing Date HSR Act shall have expired or terminated and duly executed by Purchaser, no Action or proceeding relating to the HSR Act shall have been instituted and remain pending before, and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree shall have been issued and remain in effect by, any Governmental Authority to restrain, enjoin, prohibit, prevent or otherwise challenge the transactions contemplated by this Agreement, no law shall have been enacted, issued, enforced, entered or promulgated and remain in effect that prohibits or makes illegal the conditions set forth in Sections 8.2(aconsummation of such transactions and no Governmental Authority have notified any party hereto that consummation of such transactions would or might violate such law.
(g) and 8.2(b) There shall be no Action pending or threatened before, or judgment, order, decree or award by, a Governmental Authority that would reasonably be expected to have been satisfieda material adverse effect on the parties’ ability to consummate the transactions contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in writing in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of Purchaser Fundamental Representations set forth in Article VI shall be true and correct, in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date, except that those representations and warranties that are qualified by materiality, Material Adverse Effect or similar phrase shall be true and correct in all respects, except for de minimis inaccuracies, at respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date, and the other representations and warranties Sellers shall have received a certificate signed by an authorized officer of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of Purchaser, dated the Closing Date as though made on Date, to the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentsforegoing effect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(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;[intentionally omitted]
(d) any approvalPurchaser shall have delivered, or deemed approvalcaused to be delivered, required under to Sellers all of the German Competition Law or any other Applicable Competition Law shall have been obtaineditems set forth in Section 4.3; and
(e) At or prior to the Closing, Purchaser shall have delivered paid the Cure Amount, or made arrangements, satisfactory to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaserin their sole discretion, to promptly pay the effect Cure Amount, so that the conditions set forth Assumed Contracts and Assumed Executory Contracts may be assumed by Sellers and assigned to Purchaser in Sections 8.2(a) and 8.2(b) have been satisfiedaccordance with the provisions of section 365 of the Bankruptcy Code.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Century Energy Corp.)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers a Seller in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of Purchaser Fundamental Representations contained in this Agreement that are not qualified by materiality or Material Adverse Effect, shall be true and correct in all respects, except for de minimis inaccuracies, at material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as though made on the Closing Dateof a specific date, at and as of such date), and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) if qualified by materiality or Material Adverse Effect, shall be true and correct at in all respects as of the Closing Date as if made on and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made or, if given as of a particular time or period which representations and warranties shall be true and correct specific date, at and as of such particular time or perioddate), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and covenants required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date;
(c) Purchaser shall have delivered to Sellers in writing, at and as of the Closing Date, a certificate duly executed by Purchaser, in form and substance reasonably satisfactory to Sellers and their counsel, certifying that the conditions in each of Sections 8.2(a) and (b) have been satisfied;
(d) 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;
(de) any approvalall consents, approvals, Orders or authorizations of, or deemed approvalregistrations, declarations or filings with, any Governmental Body required under in connection with the German Competition Law execution, delivery or any other Applicable Competition Law performance hereof shall have been obtainedobtained or made on terms and conditions reasonably satisfactory to Sellers; and
(ef) Purchaser shall have delivered to Sellers at made each of the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions closing deliveries set forth in Sections 8.2(a) and 8.2(b) have been satisfiedSection 8.4 to Seller.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Fundamental Representations set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects, except for de minimis inaccuracies, at and material respects as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (Date, except for that those representations and warranties that are expressly made modified as of to materiality or contain a particular time qualification referring to a “Material Adverse Effect” or period which representations and warranties any similar modification or qualification shall be true and correct at and in all respects as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentssaid dates;.
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date,
(c) Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 10.2(a) and 10.2(b) have been fulfilled;
(cd) Purchaser shall have delivered (A) copies of resolutions of sole member of Purchaser authorizing and approving this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of formation and the limited liability company agreement of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;
(e) there shall not be in effect on the Closing Date any Order by a Governmental Body of competent jurisdiction or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Sellers, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Sellers or the transactions contemplated by this Agreement or any of the Transaction Documents;
(f) Parent shall have received consent from the Bank under the Existing Loan Documents to the consummation of the Agreement and the transactions contemplated hereby;
(dg) any approvalPurchaser shall have executed and delivered the Promissory Note in the form attached hereto as Exhibit E hereto;
(h) Purchaser shall have delivered, or deemed approvalcaused to be delivered, required under to Sellers evidence of the German Competition Law or any other Applicable Competition Law wire transfer referred to in Section 4.2;
(i) Purchaser shall have been obtaineddelivered, or caused to be delivered, to Sellers a duly executed Guaranty in the form of Exhibit A hereto, by QualxServ LLC, a Delaware limited liability company, of Purchaser’s payment of the amounts due with respect to the Annual Consideration, any post-Closing adjustment amount to the Cash Purchase Price pursuant to Section 4.4, the Promissory Note and any indemnification of the Seller Indemnified Parties pursuant to Article 11 of the Purchase Agreement; provided, however, that the Guaranty with respect to such indemnification obligations shall only survive until the eighteen (18) month anniversary of the Closing Date; and
(ej) Purchaser shall have delivered delivered, or caused to be delivered, to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to Assignment and Assumption Agreement in the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedform attached hereto as Exhibit C hereto.
Appears in 1 contract
Samples: Purchase Agreement (Banctec Inc)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement the Transaction Documents at the Closing are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, written waiver by Sellers of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions:
(a) The Manufacturers shall have waived all of their respective rights of first refusal and options to purchase the Dealerships (other than the rights of Mercedes-Benz USA, LLC with respect to the Respective Business of Mercedes-Benz of Arlington).
(b) (i) Except for the Purchaser Fundamental Representations Representations, all of the representations and warranties of Purchaser as set forth in Article II shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing as if made at and as of the Closing Date as though made on (without giving effect to materiality, material adverse effect or similar phrases in the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or periodwarranties), except where the failure of the other such representations and warranties of Sellers to be so true and correct correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent or materially interfere with have, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement and or the Purchaser Documents;
(b) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be complied with by it other Transactions Documents on or prior to the Closing Date;Date Deadline or otherwise to perform its obligations under the Transaction Documents, (ii) the Purchaser Fundamental Representations shall be true and correct as of the Closing as though made at and as of the Closing, except for any de minimis inaccuracies, and (iii) Purchaser shall have performed in all material respects all of its obligations, covenants and agreements hereunder to be performed by it prior to or at Closing.
(c) there Sellers shall have received the documents, certificates and resolutions described in Section 11.3, in the form herein provided or, if not be so provided, in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;form and substance reasonably satisfactory to Sellers.
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law Purchaser shall have been obtained; andexecuted and delivered each Post Closing Lease to the applicable Real Estate Owner concurrent with the closing hereunder.
(e) Purchaser All applicable time periods under the HSR Act shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date expired or terminated and duly executed by Purchaser, no Action or proceeding relating to the HSR Act shall have been instituted and remain pending before, and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree shall have been issued and remain in effect by, any Governmental Authority to restrain, enjoin, prohibit, prevent or otherwise challenge the transactions contemplated by this Agreement, no law shall have been enacted, issued, enforced, entered or promulgated and remain in effect that prohibits or makes illegal the conditions set forth in Sections 8.2(aconsummation of such transactions and no Governmental Authority have notified any party hereto that consummation of such transactions would or might violate such law.
(f) and 8.2(b) There shall be no Action pending or threatened before, or judgment, order, decree or award by, a Governmental Authority that would reasonably be expected to have been satisfieda material adverse effect on the parties’ ability to consummate the transactions contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers under this Agreement to consummate the transactions contemplated by this Agreement are hereby to be consummated at the Closing shall be subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of all the following conditions (conditions, any one or all more of which may be waived by in writing at the option of Sellers with the prior writing consent of the Agent (provided that the Agent shall, at all times and in whole or in part to all material respects, have complied with the extent permitted by applicable LawLenders' Obligations):
(a) KIAC shall have tendered to the Purchaser Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, at and as Sellers payment of the Closing Date as though made on the Closing Date, and the other representations and warranties amount described in Section 5.3(b)(i) of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;Agreement.
(b) Purchaser The waiting period under the HSR Act or any other applicable competition, merger, control, antitrust Law or similar Law shall have complied in expired or terminated, and all material respects with Governmental Authorities whose consent is required for consummation of the transactions contemplated hereby shall have issued all provisions of this Agreement approvals required to be complied with by it on or prior to for the Closing Date;transactions contemplated hereby.
(c) there There shall not be in effect any Order by a Law of any Governmental Body Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the preventing consummation of the transactions contemplated hereby;by this Agreement.
(d) any approval, (i) The Sale and Consignment Order shall have become a Final Order or deemed approval, required under (ii)(A) the German Competition Law or any other Applicable Competition Law Sale and Consignment Order shall have been obtained; andduly entered by the Bankruptcy Court and (B) neither the Sale and Consignment Order nor the consummation of any of the transactions contemplated hereby or thereby shall have been stayed, enjoined or otherwise prohibited by Law.
(ei) Purchaser The Sellers shall have acquired from AVS, free and clear of any and all Liens (other than Permitted Liens), all of the Leased FF&E, so that Sellers can sell, transfer, convey, assign and deliver all of such Leased FF&E to KIAC in accordance with the terms of this Agreement; (ii) (A) the owner of the real property which is the subject of the Miramar Lease and all other Persons (if any) who have any interest in such real property which may entitle or enable such Persons to terminate the Miramar Lease or evict KIAC from, or otherwise disturb KIAC's possession and quiet enjoyment of, such real property shall have delivered to KIAC written documents satisfactory in form and substance to KIAC acknowledging and agreeing to KIAC's right to undisturbed possession and quiet enjoyment of such real property throughout the term of the Miramar Lease so long as KIAC is not in default under the Miramar Lease (in each case, as amended in accordance with clause (B) below and (B) the Miramar Lease shall have been amended (upon the terms and conditions outlined in Schedule 29 to this Agreement and pursuant to a written document satisfactory in form and substance to KIAC), and shall have been assumed by Kellstrom and assigned to KIAC xx xxxxxxance with the terms of this Agreement and the requirements of the Bankruptcy Code; and (iii) (A) Sellers at and KAV shall have entered into a consignment agreement, upon the Closing a certificate of Purchaser, dated the Closing Date terms and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(aSchedule 30 to this Agreement and satisfactory in form and substance to KIAC, pursuant to which KAV shall have consigned inventory to Sellers, (B) the Bankruptcy Court shall have approved such consignment agreement by a Final Order and 8.2(b(C) such consignment agreement shall have been satisfiedassigned to KIAC in accordance with the terms of this Agreement and the requirements of the Bankruptcy Code.
(f) The aggregate amount required to be paid by Sellers pursuant to Section 3.1 of this Agreement (exclusive of amounts required to cure defaults, if any, under the Miramar Lease) shall not exceed $500,000.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The Unless waived, in whole or in part, in writing by Sellers, the obligations of Sellers to consummate the transactions contemplated by this Agreement hereunder are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions:
(a) the representations and warranties of Purchaser Fundamental Representations herein shall be deemed to have been made again as of the Closing Date and shall then be true and correct in all material respects, except for de minimis inaccuraciessubject to any changes contemplated by this Agreement;
(b) Sellers shall not have discovered any material error, misstatement or omission therein;
(c) the ultimate parent company of LSAP, LSB Industries, Inc., shall have received a written fairness opinion acceptable to LSB Industries, Inc., at and as its sole discretion, regarding the sale of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchased Assets to Purchaser set 72 forth in Article VI hereunder;
(disregarding all Materiality Qualificationsd) Purchaser shall be true and correct at and as of the Closing Date as though made on the Closing Date (except have obtained financing acceptable to Sellers for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement Agreement, including a subordination agreement and the Purchaser Documentsother agreements with Congress Financial Corporation (Southwest) that are acceptable to Sellers at their sole discretion;
(be) receipt by Sellers of an opinion of counsel from Purchaser's counsel, the form and content of which shall be satisfactory to Sellers;
(f) execution and delivery by DriveLine of the Notes, the Note Agreements, and any related documents;
(g) execution and delivery by MC Automotive Acquisition Corp. of the Note Agreements to which it is a party;
(h) execution and delivery by L&S Manufacturing Corp. of the Note Agreements to which it is a party;
(i) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be complied with by it on or prior to the Closing Dateits covenants and obligations contained herein;
(cj) there shall not be in effect any Order by a Governmental Body delivery of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation certified resolutions of the transactions contemplated herebyBoard and Shareholder(s) of the Purchaser approving the execution, delivery and performance of the Agreement, the Notes and the Note Agreements;
(dk) any approvaldelivery of certified resolutions of the Board of MC Automotive Acquisition Corp. and L&S Manufacturing Corp. as to execution, or deemed approvaldelivery and performance of the all documents to which they are to be parties, required under including, without limitation, the German Competition Law or any other Applicable Competition Law shall have been obtainedNote Agreements and UCC-1 financing statements;
(l) receipt by LSB of a letter from Ernst & Young regarding the preservation of operating loss carry forwards, in form and substance acceptable to LSB; and
(em) Purchaser shall have delivered to Sellers at execution and delivery of the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth lease agreements identified in Sections 8.2(aExhibit 12(m) and 8.2(b) have been satisfied.attached hereto
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (LSB Industries Inc)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Fundamental Representations contained in this Agreement (i) that are not qualified by materiality or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all respects, except for de minimis inaccuracies, at material respects on and as of the Closing Date as though made on Closing, except to the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are extent expressly made as of a particular time or period an earlier date, in which case such representations and warranties shall be true and correct at and in all material respects as of such particular time earlier date, and (ii) that are qualified by materiality or period), except where the failure of the other representations and warranties of Sellers to Purchaser Material Adverse Effect or similar qualification shall be true and correct would not reasonably in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be expected true and correct in all respects as of such earlier date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser on behalf of Purchaser, dated the Closing Date, to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentsforegoing effect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required in this Agreement required to be performed or complied with by it on or Purchaser prior to or on the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect;
(c) there the Bankruptcy Court shall have entered the Sale Order and the Sale Order shall not be in effect any Order by subject to a Governmental Body of competent jurisdiction restraining, enjoining stay or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtainedvacated or revoked; and
(ed) Purchaser shall have delivered to Sellers at all of the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions items set forth in Sections 8.2(a) and 8.2(b) have been satisfied.in
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement are on the Closing Date is subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):precedent:
(a) the Purchaser Fundamental Representations representations and warranties of Buyer Parties contained in Article IV shall be true and correct in all respects, except for de minimis inaccuracies, respects at and as of the Closing Date (or such other date as though made on may be specified therein) with the Closing Date, same force and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and effect as of the Closing Date as though made on the Closing Date (except for if those representations and warranties that are expressly had been made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time (with such exceptions, if any, necessary to give effect to events or periodtransactions expressly permitted herein), except in each case, where the such failure of the other representations and warranties of Sellers to be true and correct in all respects would not reasonably be expected to prevent result in a Material Adverse Effect on the Retained Liabilities or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser DocumentsSellers;
(b) Purchaser Buyer Parties shall have complied performed, in all material respects respects, all obligations and complied, in all respects, with all provisions of this Agreement required covenants contemplated herein that are necessary to be performed or complied with by it at or before Closing, except in each case, where such failure to perform and comply in all respects would not result in a Material Adverse Effect on the Retained Liabilities or prior to the Closing DateSellers;
(c) there all Required Consents of Buyer Parties shall not have been obtained and no Required Consent, including without limitation the consents, authorizations, orders, permits and approvals described in Section 6.1(c), shall contain terms or conditions that, in the reasonable judgment of Sellers, will have a Material Adverse Effect on any Seller, or on any Seller's benefits to be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of obtained from the transactions contemplated herebyherein;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law Sellers shall have been obtainedreceived Buyers Certificates;
(e) the adjustment to the Purchase Price described in Section 2.4, if any, shall not have decreased the unadjusted Purchase Price by more than $14,000,000;
(f) [intentionally omitted]
(g) [intentionally omitted]
(h) [intentionally omitted]
(i) Sellers shall have received certificates of insurance confirming Buyer Parties' initial compliance with their respective obligations set forth in Section 7.7;
(j) Sellers shall have received all exemption certificates and other applicable documentation to be provided by Buyer Parties pursuant to Section 7.2; and
(ek) Purchaser In the event Buyer Parties elect to waive the condition to Closing set forth in Section 6.2(n) and/or assign the right to purchase all (but not less than all) of the Conveyed Units and associated Customer Leases not eligible to be included in Buyers Financing to the Andersons, in accordance with Section 6.2(n), such assignment and the ramifications thereof, including but not limited to, regulatory consequences, shall be acceptable to Sellers and the Andersons shall purchase all such Conveyed Units and associated Customer Leases prior to or concurrently with the Closing.
(l) The Andersons shall have delivered to Sellers at its notice of intention not to exercise the Closing a certificate Option under, and shall have paid the Option Fee required by, the terms of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedPurchase Option Agreement.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of Purchaser Fundamental Representations set forth in Article VI shall be true and correct, in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date, except that those representations and warranties that are qualified by materiality, Material Adverse Effect or similar phrase shall be true and correct in all respects, except for de minimis inaccuracies, at respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date, and the other representations and warranties Sellers shall have received a certificate signed by an authorized officer of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of Purchaser, dated the Closing Date as though made on Date, to the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentsforegoing effect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(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;[intentionally omitted]
(d) any approvalPurchaser shall have delivered, or deemed approvalcaused to be delivered, required under to Sellers all of the German Competition Law or any other Applicable Competition Law shall have been obtaineditems set forth in Section 4.3; and
(e) At or prior to the Closing, Purchaser shall have delivered paid the Cure Amount, or made arrangements, satisfactory to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaserin their sole discretion, to promptly pay the effect Cure Amount, so that the conditions set forth Assumed Contracts and Assumed Executory Contracts may be assumed by Sellers and assigned to Purchaser in Sections 8.2(a) and 8.2(b) have been satisfiedaccordance with the provisions of section 365 of the Bankruptcy Code.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Century Energy Corp.)
Conditions Precedent to Obligations of Sellers. The All obligations of Sellers to consummate the transactions contemplated by under this Agreement are subject to the fulfillment, fulfillment at or prior to or on the Closing Date, of each of the following conditions (any or all of which may be unless waived in writing by Sellers in whole or in part to the extent permitted by applicable LawSeller):
(a) the Purchaser Fundamental Representations Buyer's warranties and representations contained in this Agreement shall be true and correct in all respects, except for de minimis inaccuracies, deemed to have been made again at and as of the Closing Date as though and shall then be true in all material respects; provided that any representation or warranty of Buyer contained herein that is already qualified by a materiality standard or a Material Adverse Event qualification shall not be compounded again by this Section for materiality.
(b) Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with prior to or at Closing.
(c) Sellers shall have been furnished with a Certificate of appropriate officers of the General Partner of Buyer (or in the case of a Permitted Assignee, that certificate which would be applicable to the form of organization of the Permitted Assignee), dated the Asset Purchase Agreement Sunburst/SunGroup Page 50 Closing Date, certifying the fulfillment of the foregoing two conditions.
(d) Sellers shall have not discovered any material adverse error, misstatement or omission in Buyer's warranties and representations made on in this Agreement which have not been cured by the time of Closing.
(e) Sellers shall have been furnished with an opinion, dated the Closing Date, of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel for Buyer, (or in the case of a Permitted Assignee, legal counsel, reasonably acceptable to Sellers, for the Permitted Assignee) substantially to the effect that:
(1) The execution, delivery and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as performance of the Closing Date as though made on Transaction Documents by Buyer (or in the Closing Date (except for those representations and warranties that are expressly made as case of a particular time Permitted Assignee, those Transaction Documents to which such Permitted Assignee is a party) has been duly authorized and approved by all requisite actions and proceedings.
(2) The Transaction Documents (or period in the case of a Permitted Assignee, those Transaction Documents to which representations such Permitted Assignee is a party) have been duly executed and warranties shall be true delivered by Buyer and correct constitutes the valid, binding and enforceable obligations of Buyer in accordance with their respective terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity regardless of whether enforcement is sought in a proceeding at law or in equity.
(3) All other actions and as proceedings required by law or the Transaction Documents (or in the case of a Permitted Assignee, those Transaction Documents to which such particular time or period), except where the failure of the other representations and warranties of Sellers Permitted Assignee is a party) to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated taken by this Agreement and the Purchaser Documents;
(b) Purchaser shall have complied in all material respects with all provisions of this Agreement required to be complied with by it on Buyer at or prior to the Closing Date;in connection with the Transaction Documents and the Transaction been duly and validly taken.
(c4) there Except as may be specified by such counsel, he does not know of any litigation, proceeding or government investigation pending or threatened against or relating to Buyer or to the Transaction. Additionally, reputable legal counsel for each Permitted Assignee, shall also deliver to Sellers a legal opinion as described in this item (e), but only as may be related to the Station Assets being acquired by such Permitted Assignee and the Transaction Documents to which such Permitted Assignee is a party.
(f) There shall not be in effect any Order temporary restraining order, preliminary or permanent injunction, or other order, decree or administrative ruling issued by a any Governmental Body of competent jurisdiction restraining, enjoining Entity or otherwise prohibiting other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby;Transaction.
(dg) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law No action shall have been obtained; and
(e) Purchaser taken nor any statute, rule, or regulation shall have delivered to Sellers at been enacted by any Governmental Entity that makes the Closing a certificate consummation of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedTransaction illegal.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate Closing shall occur at the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each time provided in Section 2 provided that all of the following conditions (the "Sellers' Conditions") shall have occurred, been satisfied, or waived in writing by either of Sellers, as applicable:
4.2.1 Effective as of the Closing, SGI shall establish for the employees of Encoal ("Employees") new savings, welfare, severance, and other employee benefit plans ("Employee Plans") which are acceptable to both AEI and Employees prior to Closing. SGI shall defend, indemnify and hold harmless Sellers, AEI, Xxxxxxx Coal Holding Company ("Xxxxxxx") and their respective affiliates, directors, officers, employees and agents from, and pay and reimburse them for, any and all claims, actions, demands, suits, or proceedings pursuant to or in connection with any Employee Plans, the employment (or non-employment) of any Employee, or claims for benefits under or pursuant to any employee benefit plans maintained or previously maintained by AEI, Xxxxxxx, or any of their respective affiliates, related companies, or predecessors, which result from the actions of SGI or Encoal, from and after the Closing, claims for post-retirement benefits by Employees or former Employees of Encoal, or their dependents. Provided, should Xxxxx Xxx Xxxxxxx of Encoal retire prior to the Closing having satisfied the requirements for post-retirement benefits under the plan maintained by AEI, AEI shall retain the liabilities associated with post-retirement benefits for Xxxxx Xxx Xxxxxxx as they may exist from time to time pursuant to terms of the plan. Notwithstanding the preceding to the contrary, should Xxxxx Xxx Xxxxxxx work, in any capacity (as an employee, consultant, independent contractor, etc.) for Encoal, SGI or any of their affiliates at any time after the Closing, Xxxxx Xxx Xxxxxxx will not be considered a retiree of AEI and AEI shall not have any obligation to provide her with or any liability for any post-retirement benefits. Further, SGI shall have obtained full releases at Closing from all Employees of Encoal, releasing Sellers, AEI, Xxxxxxx and their respective affiliates, directors, officers, employees and agents, in a form satisfactory to Sellers (collectively, "Employee Releases").
4.2.2 SGI shall have taken the actions and made all of which may the deliveries to be waived made by Sellers it pursuant to Sections 3.1.1 and 3.4;
4.2.3 The representations and warranties of SGI contained in whole Section 5 or in part to the extent permitted by applicable Law):
(a) the Purchaser Fundamental Representations elsewhere herein shall be true and correct in all respects, except for de minimis inaccuracies, at as of the date hereof and as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations Date; provided, however, that if any such representation and warranties that are expressly made as warranty is not qualified by a standard of a particular time or period which representations materiality, such representation and warranties shall warranty need only be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser in all material respects. SGI shall have duly performed and complied in all material respects with all provisions of this Agreement agreements contained herein required to be performed or complied with by it on at 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;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedClosing.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers and Xxxxx to consummate complete the transactions contemplated by this Agreement are sale of the Purchased Assets as provided for herein is subject to the fulfillment, prior to fulfillment or satisfaction on or before the Closing Date, Date of each of the following conditions (set forth below, any or all of which may be waived by Sellers or Xxxxx in whole or in part to the extent permitted by applicable Law):writing.
(a) the Purchaser Fundamental Representations All representations and warranties of Buyer contained in this Agreement or in any certificate or other document delivered to Sellers pursuant hereto shall be complete, true and correct in all respects, except for de minimis inaccuracies, at and material respects as of the Closing Date as though made on the Closing Date, and Sellers shall have received a certificate signed by a duly authorized officer of Buyer to such effect;
(b) Buyer shall have performed all of the other representations obligations, covenants and warranties agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, and Sellers shall have received a certificate signed by a duly authorized officer of Purchaser set 72 forth Buyer to such effect;
(c) All instruments and documents reasonably required on Buyer's part to effectuate and consummate the transactions contemplated hereby, including those described in Article VI (disregarding all Materiality Qualifications) Section 3.03, shall be true delivered by Buyer and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true in form and correct at substance reasonably satisfactory to Sellers and as Xxxxx and their respective counsels;
(d) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser shall have complied in all material respects with all provisions or seeking monetary relief by reason of this Agreement required to be 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;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtainedsuch transactions; and
(e) Purchaser The Sellers shall have delivered complied with their obligation to Sellers at give appropriate notice under the Closing a certificate California Corporations Code and the Attorney General for the State of Purchaser, dated California shall have approved such transaction or shall have declined to object to such transactions during the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedstatutory review period therefor.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The All obligations of Sellers to consummate at the transactions contemplated by this Agreement Closing are subject subject, at the option of Sellers, to the fulfillment, prior to or on the Closing Date, fulfillment of each of the following conditions (any at or all of which may be waived by Sellers in whole or in part prior to the extent permitted by applicable Law):Closing, and Purchaser shall exert its best efforts to cause each such condition to be so fulfilled:
(a) the All representations and warranties of Purchaser Fundamental Representations contained herein or in any document delivered pursuant hereto shall be true and correct in all respects, except for de minimis inaccuracies, material respects when made and shall be deemed to have been made again at and as of the Closing Date as though made on date of the Closing DateClosing, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall then be true and correct at and as of the Closing Date as though made on the Closing Date (in all material respects, except for those representations changes in the ordinary course of business after the date hereof in conformity with the covenants and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;agreements contained herein.
(b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by Purchaser at or before the Closing shall have complied been duly and properly performed in all material respects with all provisions of this Agreement required to be complied with by it on or prior to the Closing Date;respects.
(c) there There shall not be delivered to Sellers certificates executed by the President and Secretary of Purchaser dated the date of the Closing certifying that the conditions set forth in effect any Order paragraphs (a) and (b) of this Section 11 have been fulfilled.
(d) All consents, approvals, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including Governmental Authority) required to be obtained by a Governmental Body or on the part of competent jurisdiction restraining, enjoining the parties hereto or otherwise prohibiting necessary for the consummation of the transactions contemplated hereby;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law hereby shall have been obtained; andobtained or made, and all thereof shall be in full force and effect at the time of Closing. All applicable waiting periods to consummation of the transactions contemplated hereby as required by law shall have expired.
(e) Purchaser shall have All documents required to be delivered to Sellers at or prior to the Closing shall have been so delivered.
(f) Prior to Closing, Sellers shall have received a certificate fairness opinion from a firm of Purchaser, dated financial advisors acceptable to the Closing Date Board of Directors of Sellers in form and duly executed by Purchaser, substance satisfactory to Sellers to the effect that that, on the conditions basis of certain facts, representations and opinions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedsuch opinion, the Apex Re Consideration is fair from a financial point of view to the Sellers' Shareholders.
Appears in 1 contract
Samples: Stock Purchase Agreement (First Financial Corp /Tx/)
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) the Purchaser Fundamental Representations The representations and warranties of Buyer set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, except for de minimis inaccuracies, at and as of the Closing Date as though made on Closing, except to the Closing Date, and the other extent such representations and warranties of Purchaser set 72 forth expressly relate to an earlier date (in Article VI (disregarding all Materiality Qualifications) which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct at and as of the Closing Date as though made in all material respects, on the Closing Date (except for those representations and warranties that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), earlier date) and except where the failure of the other representations and warranties of Sellers in each case for such failures to be true and correct as have not had and would not reasonably be expected to prevent or materially interfere with Purchaser’s have a material adverse effect on the ability of the Buyer to consummate the transactions transaction contemplated hereby in a timely manner; and Sellers shall have received a certificate signed by this Agreement an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate or limited liability company (not personal) capacity (it being acknowledged and agreed that the Purchaser Documentssignatory to such certificate shall have no personal liability as a result of signing such certificate absent fraud);
(b) Purchaser Buyer shall have performed and complied in all material respects with all provisions of obligations and agreements required by this Agreement required to be performed or complied with by it Buyer on or prior to the Closing Date; and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate or limited liability (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate absent fraud);
(c) there To the extent that Buyer determines, in its sole and absolute discretion, to assign its rights, interests and obligations hereunder to one or more of its Affiliates, such Affiliate shall not deliver to Sellers the certificates required to be in effect any Order by a Governmental Body of competent jurisdiction restrainingdelivered pursuant to Section 9.2(a) and Section 9.2(b) hereof, enjoining certifying to such matters with respect to itself or otherwise prohibiting the consummation of the transactions contemplated herebythemselves;
(d) any approvalBuyer shall have delivered, or deemed approvalcaused to be delivered, required under to the German Competition Law or any other Applicable Competition Law shall have been obtainedTrustee the Purchase Price; and
(e) Purchaser the Sale Order shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedentered.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Fundamental Representations shall and Parent set forth in this Agreement must be true and correct in all respects, except for de minimis inaccuracies, at and respects (without giving effect to any materiality or material adverse effect qualifications contained therein) as of the Closing Date as though made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are to the extent expressly made as of a particular time or period an earlier date, in which representations and warranties shall be true and correct at and case as of such particular time or perioddate), except where the failure of the other such representations and warranties of Sellers to be so true and correct would not reasonably be expected to prevent or materially interfere with adversely affect Purchaser’s ability to consummate performance under this Agreement or consummation of the transactions contemplated by this Agreement and the Purchaser Documentshereby in any material respect;
(b) Purchaser shall have performed and complied in all material respects with all provisions of obligations, covenants and agreements required by this Agreement required to be performed or complied with by it Purchaser on or prior to the Closing Date;
(c) Purchaser shall have delivered or caused to have been delivered to Sellers a duly executed Purchaser’s Closing Certificate;
(d) Purchaser shall have delivered or caused to have been delivered to Sellers a duly executed Purchaser’s Officer’s Certificate;
(e) Purchaser shall have delivered or caused to have been delivered to Sellers the closing deliveries described in Section 4.3;
(f) there shall not be enacted, issued, promulgated, enforced, entered, or in effect any Order or Law by a Governmental Body of competent jurisdiction restrainingjurisdiction, enjoining that makes illegal, enjoins or otherwise prohibiting prohibits the consummation of the transactions contemplated hereby;
(dg) any approval, or deemed approval, the filings of Purchaser required under pursuant to the German Competition Law HSR Act or any other Applicable Competition Antitrust Law shall have been obtainedproperly filed and the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law shall have expired or early termination shall have been granted; and
(eh) Purchaser shall have delivered or caused to Sellers at have been delivered to the Closing a certificate of Purchaser, dated respective Key Employees the Closing Date and Employment Agreements duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate Closing shall occur at the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each time provided in Section 2 provided that all of the following conditions (any the "Sellers' Conditions") shall have occurred, been satisfied, or all waived in writing by either of which may be waived Sellers, as applicable:
1. All documents required for the dissolution of TEK-KOL shall have been executed by Sellers SGI and Bluegrass in whole or in part to a form sufficient for filing with appropriate governmental authorities;
2. Effective as of the extent permitted by applicable Law):
Closing, SGI shall establish for the employees of Encoal ("Employees") new (a) plans which may include pension, savings, welfare, severance, and other employee benefit plans which are substantially similar to such plans provided to the Purchaser Fundamental Representations Employees prior to Closing, and (b) a post-retirement plan which is comparable to the plan provided to the Employees and former employees eligible for post-retirement benefits prior to Closing (each, an "Employee Plan"). SGI shall defend, indemnify and hold harmless Sellers, AEI, Xxxxxxx Coal Holding Company ("Xxxxxxx") and their respective affiliates, directors officers, employees and agents from, and pay and reimburse them for, any and all claims, actions, demands, suits, or proceedings pursuant to or in connection with any Employee Plan, the employment (or non-employment) of any Employee, or under or pursuant to any employee benefit plans maintained or previously maintained by AEI, Xxxxxxx, or any of their respective affiliates, related companies, or predecessors, from and after the Closing. Further, SGI shall have obtained full releases from all Employees of Encoal and Xxxxxxx and their respective affiliates, directors, officers, employees and agents, in a form satisfactory to Sellers (collectively, "Employee Releases").
3. SGI shall have taken the actions and made all of the deliveries to be made by it pursuant to Sections 3.1 and 3.3;
4. From November 12, 1998 through the date of Closing, SGI shall have paid to Bluegrass' satisfaction that portion of the salaries, including travel and other expenses, of all Encoal employees for work engaged in by such Encoal employees for the benefit or at the request of SGI; and
5. The representations and warranties of SGI contained in Section 5 or elsewhere herein shall be true and correct in all respects, except for de minimis inaccuracies, at as of the date hereof and as of the Closing Date as though through made on the Closing Date, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations Date; provided, however, that if any such representation and warranties that are expressly made as warranty is not qualified by a standard of a particular time or period which representations materiality, such representation and warranties shall warranty need only be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Purchaser in all material respects. SGI shall have duly performed and complied in all material respects with all provisions of this Agreement agreements contained herein required to be performed or complied with by it on at 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;
(d) any approval, or deemed approval, required under the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedClosing.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers each Seller to consummate the transactions contemplated by sale under this Agreement are is subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Laweach Seller):
(a) the Purchaser Fundamental Representations all representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects, except for de minimis inaccuracies, material respects at and as of the time of the Closing Date with the same effect as though made on the Closing Dateagain at, and the other representations and warranties of Purchaser set 72 forth in Article VI (disregarding all Materiality Qualifications) shall be true and correct at and as of the Closing Date as though made on the Closing Date (except for those representations and warranties of, that are expressly made as of a particular time or period which representations and warranties shall be true and correct at and as of such particular time or period), except where the failure of the other representations and warranties of Sellers to be true and correct would not reasonably be expected to prevent or materially interfere with Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Purchaser Documentstime;
(b) Purchaser Buyer shall have performed and complied in all material respects with all provisions of obligations and covenants required by this Agreement required to be performed or complied with by it on or Buyer prior to or at the Closing DateClosing;
(c) Stratus Services Group, Inc. shall have delivered a duly executed Piggyback Registration Rights Agreement in substantially the form annexed hereto as Exhibit E (the “Registration Rights Agreement”);
(d) Stratus Services Group, Inc shall have delivered a duly executed Guaranty in substantially the form amended hereto as Exhibit F ( The “Guaranty”);
(e) Stratus Services Group, Inc. shall have delivered copies of duly executed Offer Letters and Releases issued to and signed by every employee of each Seller, excluding the Shareholders, in substantially the form annexed hereto as Exhibit G (the “Offer/Release”);
(f) Stratus Services Group, Inc. shall have delivered a health benefits letter obligating Stratus Services Group, Inc. to pay family plan COBRA payments for Txxxxxxx X. Xxxxxxxx for eighteen (18) months beginning August 1, 2007 and further, to add Txxxxxxx X. Xxxxxxxx to the group family plan medical coverage plan offered to management of Stratus Services Group, Inc. beginning in the nineteenth (19) month after the Closing and extending for eighteen (18) months thereafter. Such letter shall be in substantially the form annexed hereto as Exhibit H (the “Benefit Letter”).
(g) each Seller shall have been furnished with a certificate, dated the Closing Date, in substantially the form set forth in Exhibit F executed by the Manager of Buyer certifying to the fulfillment of the conditions specified in Section 4.2(a) and 4.2(b); and
(h) no provision of any applicable law or regulation shall prohibit, and there shall not be in effect any Order injunction or restraining order issued by a Governmental Body court of competent jurisdiction restraining, enjoining in any action or otherwise prohibiting proceeding against the consummation of the transactions contemplated hereby;
(d) any approval, or deemed approval, required under sale and purchase of the German Competition Law or any other Applicable Competition Law shall have been obtained; and
(e) Purchaser shall have delivered Assets pursuant to Sellers at the Closing a certificate of Purchaser, dated the Closing Date and duly executed by Purchaser, to the effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfiedthis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Stratus Services Group Inc)
