CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MST, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at MST's election, to the performance by MST, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.
1. All representations and warranties of MST, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 6.
2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.
3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.
4. MST, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MST, on behalf of the Acquiring Fund, on or before the Closing Date; and 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by the Acquiring Fund pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions: 6.1 All representations, covenants, and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund's name by the Corporation's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquired Fund shall reasonably request. Article VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. Acquiring Company --------------------- Except as may be waived by the Acquiring Company, the obligations of the Acquiring Company to complete the transactions contemplated by this Agreement shall be subject to the satisfaction on or before the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. The obligation of the Sellers to sell the Securities to the Purchasers shall be subject to the fulfillment to the satisfaction of or waiver by the Sellers on or prior to the Closing Date of the following conditions precedent:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. TRANSFERORS ------------------------------------------------------ The obligations of the Transferors under this Agreement are subject to the satisfaction at or prior to the date of Closing of each of the following conditions (any of which may be waived by the Transferors jointly) in their sole discretion:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. Company and the MemberS The obligations of the Company and the Members to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by the Members’ Representative), at or prior to the Closing, of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. Shareholder Subject to waiver as set forth in Section 8.6, the obligations of the Shareholder under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions: 7.1
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of the Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Trust’s election, to the performance by the Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.
1. All representations and warranties of the Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. Kalitta Companies. The obligations of Kalitta and each of the Kalitta Companies under this Agreement shall be subject to the fulfillment of each and all of the following conditions at or before the Closing (unless an earlier time is specified in this Agreement, in which case on or before such specified time), each of which is individually hereby deemed material, and any one or more of which may be waived in writing by the Kalitta Companies:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. Backstop Equity Investors 26 6.2. Conditions Precedent to Obligations of the Company 29 12.1. Assignments 34 12.2. Severability 35 12.3. Entire Agreement 35 12.4. Counterparts 35 12.5. Governing Law 35 12.6. Submission to Jurisdiction 35 12.7. Waiver of Trial by Jury 36 12.8. Further Assurances 36 12.9. Specific Performance 36 12.10. Headings 36 12.11. Interpretation; Rules of Construction 36 12.12. Non-Recourse 37 12.13. Several, Not Joint, Obligations 37 12.14. Disclosure 37 13.1. Certain Defined Terms 37 THIS BACKSTOP STOCK PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 10, 2011, by and among (a) Keystone Automotive Holdings, Inc., a Delaware corporation (as in existence on the date hereof, as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), (b) each of the Affiliates of the Company listed on the signature pages hereto under the title “Debtors” (such Affiliates, each as in existence on the date hereof, as a debtor-in possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, together with the Company, each a “Debtor” and, collectively, the “Debtors”) and (c) each of the undersigned entities listed on the signature pages hereto under the title “Backstop Equity Investors” (each, a “Backstop Equity Investor” and, collectively, the “Backstop Equity Investors”). Capitalized terms used in this Agreement are defined in Section 13.1 hereof.
