Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of the Buyer contained in Article IV that are qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) the Buyer shall have performed, in all material respects, all obligations and complied with all covenants contemplated herein that are necessary to be performed or complied with by it at or before Closing;
Appears in 2 contracts
Samples: Purchase Agreement (Comfort Systems Usa Inc), Purchase Agreement (Emcor Group Inc)
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing Date, of each of the following conditions precedent:(any or all of which may be waived by the Seller in whole or in part):
(a) the all representations and warranties of the Buyer Purchaser contained in Article IV that are herein qualified by as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all respects material respects, at and as of the Closing Date with the same force and effect as if though those representations and warranties had been made again at and as of such time (except to the extent such representations or warranties speak as of an earlier that date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(b) the Buyer Purchaser shall have performed, performed and complied in all material respects, respects with all obligations and complied with all covenants contemplated herein that are necessary required by this Agreement to be performed or complied with by it at the Purchaser on or before Closing;prior to the Closing Date; and
(c) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.3(a), and 7.3(b).
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Aviation Services Inc), Stock Purchase Agreement (First Aviation Services Inc)
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing Date, of each of the following conditions precedent:precedent (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of the Buyer contained set forth in Article IV that are qualified by materiality this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made anew 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 such time (Closing, except to the extent such representations or and warranties speak as of an earlier date, expressly relate to a specified date (in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at on and as of such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier specified date);
(b) the Buyer shall have performed, performed and complied in all material respects, respects with all obligations and complied with all covenants contemplated herein that are necessary agreements required by this Agreement, the Ancillary Agreements and the obligations to be performed or complied with by it at Buyer on or before Closing;prior to the Closing Date; and
(c) the Buyer shall have delivered a certificate executed by an officer of Buyer, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) have been satisfied.
Appears in 1 contract
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing Date, of each of the following conditions precedent:(any or all of which may be waived by the Seller, in whole or in part, subject to Applicable Law):
(a) the The representations and warranties of the Buyer Purchaser contained in Article IV herein that are qualified by as to materiality shall be true and correct complete in all respects and each such representation or warranty that is not so qualified shall be true and complete in all material respects, in each case as of the date hereof 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 such time (Date, except to the extent that any of such representations or warranties speak as of an earlier daterefers specifically to a date other than to the date hereof or the Closing Date, in which case such representations and warranties shall be true and correct in all respects as of such earlier other date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(b) the Buyer The Purchaser shall have performed, in all material respects, all obligations performed and complied with all obligations and covenants contemplated herein that are necessary required by this Agreement to be performed or complied with by it at them on or before Closingprior to the Closing Date, in all material respects;
(c) Progress Energy and FPL shall have executed the PGN Guaranty Termination and Release Agreements and FPL shall have returned the letters of credit issued under the PGN Guaranty; and
(d) The Purchaser shall have delivered to the Seller the deliveries contemplated by Section 3.3.
Appears in 1 contract
Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate sell the transactions contemplated by this Agreement on Equity Interests to the Closing Date Buyer is subject to the satisfaction or waiver at or prior to satisfaction, as of the Closing Closing, of the following conditions precedent:(any of which may be waived, to the extent permitted by Law, by the Seller in whole or in part):
(a) the The representations and warranties of the Buyer contained in Article IV that are qualified by materiality 3 shall be true correct and correct complete in all respects at as of the date hereof and as of the Closing Date with the same force and effect as if those representations and warranties had been though made at and as of such time date (except to the extent such representations or warranties speak as of an earlier date, in which case such those representations and warranties that address matters only as of a specified date, which shall be true correct and correct complete in all respects as of such earlier that specified date), and except where the representations and warranties failure of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall to be true correct and correct in all complete would not have a material respects as of such earlier date);adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby.
(b) the The Buyer shall have performed, in all material respects, all covenants and obligations and complied with all covenants contemplated herein that are necessary required by this Agreement to be performed or complied with by it at the Buyer on or before Closingthe Closing Date.
(c) The Seller shall have received the following agreements and documents:
(i) The Buyer shall have delivered or caused to be delivered to the Seller each of the documents required to be delivered pursuant to Section 1.6(b);
(ii) evidence reasonably satisfactory to Seller of the satisfaction, including premium payment, of the conditions to the issuance of the R&W Insurance Policy set forth in the Binder Agreement.
(d) The Buyer shall have paid the Closing Consideration and made the other payments contemplated by Section 1.3.
Appears in 1 contract
Samples: Securities Purchase Agreement (Finance of America Companies Inc.)
Conditions Precedent to Obligations of the Seller. The obligation ------------------------------------------------- obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing Date, of each of the following conditions precedent:(any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law):
(a) the all representations and warranties of the Buyer Purchaser contained in Article IV that are herein qualified by as to materiality or material adverse effect shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all respects material respects, at and as of the Closing Date with the same force and effect as if though those representations and warranties had been made again at and as of such time (except to the extent such representations or warranties speak as of an earlier that date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(b) the Buyer Purchaser shall have performed, performed and complied in all material respects, respects with all obligations and complied with all covenants contemplated herein that are necessary required by this Agreement to be performed or complied with by it at Purchaser on or before Closing;prior to the Closing Date; and
(c) the Seller shall have been furnished with a certificate (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by a principal executive officer and the chief financial officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 8.3(a) and 8.3(b).
Appears in 1 contract
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing Date, of each of the following conditions precedent:(any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of the Buyer contained Purchaser set forth in Article IV that are this Agreement qualified by as to materiality or material adverse effect shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)correct, and the representations and warranties of the Buyer contained in Article IV that are those not so qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in 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 in all material respects, on and as of such earlier date);
(b) the Buyer Purchaser shall have performed, performed and complied in all material respects, respects with all obligations and complied with all covenants contemplated herein that are necessary agreements required by this Agreement to be performed or complied with by it at Purchaser on or before Closing;prior to the Closing Date, and the Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying to the matters set forth in Section 10.2(a) and this Section 10.2(b); and
(c) Purchaser shall have delivered, or caused to be delivered, to the Seller all of the items set forth in Section 4.3.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tropicana Entertainment Inc.)
Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by sale under this Agreement on the Closing Date is subject to the satisfaction or waiver at or fulfillment, prior to or at the Closing Closing, of each of the following conditions precedent:(any or all of which may be waived by the Seller):
(a) the all representations and warranties of the Buyer contained in Article IV that are qualified by materiality this Agreement, including all Schedules to this Agreement, shall be true and correct in all respects at and as of the time of the Closing Date with the same force and effect as if those representations and warranties had been though made at again at, and as of of, that time, except such time (except as would not reasonably be expected to have a material adverse effect on the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except Buyer's ability to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)perform its obligations under this Agreement;
(b) the Buyer shall have performed, performed and complied in all material respects, respects with all obligations and complied with all covenants contemplated herein that are necessary required by this Agreement to be performed or complied with by it the Buyer prior to or at or before the Closing;
(c) Seller shall have been furnished with a certificate, dated the Closing Date, executed by an officer of the Buyer certifying to the fulfillment of the conditions specified in Sections 8.2(a) and 8.2(b) hereof; and
(d) no provision of any Applicable Law shall prohibit, and there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against, the consummation of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tanknology Environmental Inc /Tx/)
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller under this Agreement to consummate the transactions contemplated by this Agreement on the Closing Date is hereby will be subject to the satisfaction or waiver satisfaction, at or prior to the Closing Closing, of all the following conditions, any one or more of which may be waived in writing at the option of the following conditions precedentSeller:
(a) the Accuracy of Representations and Warranties; Performance of Covenants. The representations and warranties of the Buyer contained in Article ARTICLE IV that are qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except those which are qualified by a "materiality" or Material Adverse Effect qualification or exception contained therein, which shall be true and correct in all respects) as of the Closing with the same force and effect as though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such earlier datedate or with respect to such period);
(b) the . The Buyer shall have performedperformed and complied with, in all material respects, all obligations covenants and complied with all covenants contemplated herein that are necessary agreements required by this Agreement to be performed or complied with by it the Buyer on or prior to the Closing. The Seller shall receive at or before Closing;the Closing a certificate dated as of the Closing Date and executed by an executive officer of the Buyer, certifying the fulfillment of the conditions set forth in this SECTION 7.3(a) with respect to the Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Commercial Vehicle Group, Inc.)
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement on the Closing Date is shall be subject to the satisfaction fulfillment or waiver the Seller’s waiver, at or prior to (and continuing at) the Closing Closing, of each of the following conditions precedentconditions:
(a) the representations and warranties of the Buyer contained in Article IV that are qualified by materiality shall be true and correct 5 (disregarding for purposes of this Section 7.03(a) any qualifications based on “material,” “material adverse effect” or words of similar import contained in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties warranties) shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such earlier date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date);
(b) the Buyer shall have performed, duly performed and complied in all material respects, all obligations and complied respects with all agreements, covenants contemplated herein that are necessary and conditions required by this Agreement to be performed or complied with by it at prior to or before Closingon the Closing Date;
(c) the Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; and
(d) the Buyer shall have delivered to the Seller each of the Transaction Documents, duly executed by the Buyer.
Appears in 1 contract
Conditions Precedent to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement on the Closing Date is are subject to the satisfaction or waiver at fulfillment, on or prior to the Closing Date, of each of the following conditions precedent:precedent (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of the Buyer contained AT&T Parties set forth in Article IV that are qualified by materiality this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if those (other than representations and warranties had been made at and as of such time (except to the extent such representations or warranties speak as of an earlier datethat are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects respects), in each case, as of such earlier date), the date of this Agreement and the representations and warranties as of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects Closing as though made 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 such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Closing;
(b) the Buyer AT&T Parties shall have performed, performed and complied in all material respects, respects with all obligations and complied with all covenants contemplated herein that are necessary agreements required by this Agreement to be performed or complied with by it at the AT&T Parties on or before Closingprior to the Closing Date;
(c) Seller shall have received a certificate signed by AT&T in form and substance reasonably satisfactory to Seller, dated the Closing Date, to the effect that each of the conditions specified above in Sections 7.2(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;
(e) the closing of the Equity Purchase Agreement shall have occurred; and
(f) the Purchaser shall have delivered, or caused to be delivered, to the Seller the duly executed Equipment Lease Agreement.
Appears in 1 contract
Samples: Nodes Purchase Agreement (Alestra)