Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part in its sole discretion):
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):
(a) the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a Xxxxxx Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a);
(b) GM and Xxxxxx shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date;
(c) GM and Xxxxxx shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied;
(d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances;
(e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit");
(f) there shall not have occurred after the date hereof and be continuing any Xxxxxx Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 1...
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to purchase the Shares is subject to the satisfaction or waiver by the Purchaser, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser under this Agreement are subject to the satisfaction, at or before Closing, of the following conditions:
Conditions Precedent to Obligations of the Purchaser. All -------------------------------------------------------- obligations of the Purchaser under this Agreement are subject to the fulfillment, prior to or at the Closing, of the following conditions:
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to the Closing are subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties of the Sellers contained herein shall be true and correct in all respects as of the Trade Date and the Settlement Date.
(b) The Sellers shall have complied in all respects with all of the Sellers’ covenants and agreements contained herein to be performed by the Sellers on or prior to the Settlement Date.
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. Upon Closing, all conditions not satisfied shall be deemed to have been waived:
Conditions Precedent to Obligations of the Purchaser. All obligations of the Purchaser are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the Purchaser.
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser only in writing):
(a) each of the representations and warranties of the Sellers contained 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, as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date);
(b) each Seller shall have duly performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Closing Date;
(c) the Purchaser shall have received certificates, signed by duly authorized officers of each Seller and dated the Closing Date, to the effect that the conditions set forth in Sections 7.1(a) and 7.1(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;
(e) the Sellers shall have received the consents, waivers and approvals listed on Schedule 7.2(e); and
(f) the transactions contemplated by the Aircraft Management Business Purchase Agreement shall have closed (or be capable of closing simultaneous with the transactions contemplated hereby) in accordance with its terms.
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are also subject to the satisfaction at or prior to Closing of each of the following conditions, any one or more of which may be waived by the Purchaser in its sole discretion:
(i) all representations and warranties and covenants made by the Seller in this Agreement shall be true and correct and shall have been performed in all material respects (in the case of representations and warranties) and in all respects (in the case of covenants) on and as of the date hereof and the Closing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, which shall be accurate as of such date), and the Seller shall provide a certificate to the Purchaser at Closing in the form of EXHIBIT VIII confirming that fact;
(ii) the Persons listed on EXHIBIT IX shall have tendered their resignations from their respective offices;
(iii) the Seller shall have made available to the Purchaser for its review at least ten (10) full Business Days prior to the Closing Date and at Closing the share registers and other statutory books of the Companies, and shall have delivered to the Purchaser in reasonably satisfactory form evidence of compliance by the Seller, Arbel and PSB with all preemptive or similar rights contained in the statuts of the Companies or in any shareholders' agreement of the Companies;
(iv) no Judgment or Law issued or enacted by any court or governmental or regulatory authority, which declares this Agreement invalid in any material respect or prevents the consummation of the transactions contemplated hereby shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, shall have been instituted or by any Person (other than the Purchaser or any of its Affiliates) which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement (other than a frivolous or vexatious application);
(v) during the period from July 1st, 1998, to the Closing Date, there shall not have been any change in the assets, properties, business, operations, prospects or financial condition of any of the Companies which individually or in the aggregate would constitute a Material Adverse Effect;
(vi) Valfond shall have purchased at par value the Arbel Debt from Cofime...
