Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the 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; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act; (e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement; (f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement; (g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and (h) Purchaser shall have delivered, or caused to be delivered, to the Sellers: (i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing; (ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby; (iii) the certificates described in Section 9.2(a) and 9.2(b); and (iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 2 contracts
Samples: Stock Purchase Agreement (UCI Holdco, Inc.), Stock Purchase Agreement (United Components Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 in writing by the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the The representations and warranties of Purchaser set forth contained in this Agreement that are qualified as to by materiality shall be true and correct in all respects, and those each of such representations and warranties not so qualified by materiality shall be true and correct in all material respects, at and in each case as of the Closing Date as though made on as of the Closing Date, except to the extent such in each case for those representations and warranties relate to an earlier that address matters only as of a particular date (in which case such representations and warranties qualified as to materiality shall be have been true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers 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 obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(c) there There shall not be in effect any Law or Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser Antitrust Laws shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreementexpired, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent or early termination in respect thereof shall have executed been granted and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there any required approvals or clearances shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreementbeen obtained; and
(he) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing all of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described items set forth in Section 9.2(a) and 9.2(b3.5(c); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Perrigo Co)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof and as of the Closing Date;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) hereof;
(ce) there shall not be in effect any Order by a Governmental Body or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(df) the waiting period applicable Sellers shall have obtained all consents and waivers referred to in Section 4.6(b) hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights AgreementSeller Documents;
(g) there shall not have occurred any event, development or circumstance since the date all officers and members of the Agreement that has caused a material adverse change in the business, assets, property or financial condition Board of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any Directors of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to resigned and shall have appointed the Sellers:
(i) a certificate of good standing designees of the Purchaser dated Sellers as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate members of the secretary or other officer Board of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b)Directors; and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 2 contracts
Samples: Share Exchange Agreement (Armitage Mining Corp), Share Exchange Agreement (Armitage Mining Corp)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each and all of the following conditions (any or all of which may be waived by the Seller Representative Sellers in whole or in part to the extent permitted by applicable Applicable Law):
(a) all representations and warranties of Purchaser contained herein shall be true and correct as of the date of this Agreement and with the same effect as though those representations and warranties had been made again at and as of that time, except (i) for the representation contained in Section 6.4 and (ii); to the extent that all the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) could not reasonably be expected to result in a, and have not resulted in a PanAmSat Material Adverse Effect; provided, that any and all actions taken by Purchaser pursuant to Article III or Section 7.3 and the effects thereof on the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality Article VI shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as ignored for purposes 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 in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effectthis Section 8.3;
(b) Purchaser shall have performed and complied in all material respects with all of its obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(c) there the Sellers shall not be have been furnished with certificates (dated the Closing Date and in effect any Order form and substance reasonably satisfactory to the Sellers) executed by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting Purchaser certifying as to the consummation fulfillment of the transactions contemplated herebyconditions specified in Sections 8.3(a) and 8.3(b);
(d) if Purchaser determines to pay any portion of the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchase Price in Purchaser Shares, Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused Sellers a material adverse change registration rights agreement in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken form attached hereto as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.Exhibit C.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Motors Corp), Stock Purchase Agreement (Echostar Communications Corp)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Closing are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):
(a) the The representations and warranties of Purchaser Buyer set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, Date (except to the extent such representations and warranties relate to an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); provided, however, that this condition shall be deemed to have been satisfied unless the individual or aggregate impact of any inaccuracies of such representation and warranties would be reasonably likely to have a material adverse effect on Buyer’s ability to consummate the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effectTransaction;
(b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date, and the Sellers ;
(c) Buyer shall have received delivered to the Seller Representative a certificate signed by an authorized officer of Purchasercertificate, dated the Closing DateDate and signed by a senior executive officer of Buyer, as to the foregoing effectfulfillment of the conditions set forth in Section 8.2(a) and 8.2(b);
(cd) there shall not be in effect any Law or Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;Transaction; and
(e) Purchaser the waiting period, together with any extensions thereof, applicable to the Transaction under the HSR Act and any other applicable Competition Law shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent expired or early termination shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestbeen granted.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Martin Marietta Materials Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate effect the transactions contemplated by this Agreement are subject to the fulfillment, prior to satisfaction or on the Closing Date, of each waiver of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):conditions:
(a) the All representations and warranties of Purchaser set forth in this Agreement qualified as to materiality Article VII hereof shall be true and correct in all respectson the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and those not so qualified warranty shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Datedate so specified), except to the extent that the failure of 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 would not, individually or in all respectsthe aggregate, reasonably be expected to materially impair the ability of Purchaser to consummate the transactions contemplated hereby. For purposes of this paragraph only, the truth and those not so qualified correctness of any such representation and warranty shall be true determined without regard to any materiality or knowledge qualifications set forth in any such representation and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;warranty.
(b) Purchaser shall have performed All of the terms, covenants and complied in all material respects with all obligations and agreements required by this Agreement conditions to be performed or complied with and performed by Purchaser on or prior to the Closing Date, and the Date shall have been complied with or performed in all material respects.
(c) The Sellers shall have received a certificate signed by an authorized officer of Purchasercertificate, dated as of 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition on behalf of Purchaser and its Subsidiariesby an authorized executive officer thereof, taken as a whole; provided, certifying that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described conditions specified in Section 9.2(a5.5(a) and 9.2(b); and
(ivSection 5.5(b) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requesthereof have been fulfilled.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sun Healthcare Group Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations Purchaser shall have performed and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct complied in all material respects, at and as of the Closing Date as though made respects with all covenants required by this Agreement to be performed or complied with by Purchaser on or prior to 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 in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers Parent 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the 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 Law or Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;; and
(c) consents and approvals from Governmental Bodies, as set forth on Schedule 7.1(c), shall have been obtained.
(d) Each of the waiting period applicable to the transactions contemplated representations and warranties made by Purchaser in this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) that is qualified by reference to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development materiality or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following Material Adverse Effect shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchasercorrect, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreementsrepresentations and warranties made by Purchaser in this Agreement shall be true and correct in all respects, instruments except for any inaccuracies that would not, individually or in the aggregate, be expected to result in a Material Adverse Effect, in each case as of the date of this Agreement and documents contemplated hereby;
at and as of the Closing Date as if made on that date (iii) except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time). Seller shall have received a certificate of Purchaser, dated as of the certificates described in Section 9.2(a) Closing Date and 9.2(b); and
(iv) such other documents relating signed by a senior officer of Purchaser, certifying as to the transactions contemplated by this Agreement as fulfillment of the Seller or the Seller Representative may reasonably requestforegoing.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and Section 7.2(c);
(ce) there shall not have been or occurred any event causing a Material Adverse Effect on the Purchaser;
(f) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Purchaser seeking to 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 order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(dg) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser Employment Agreements shall have been executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement by each Seller and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser appropriate actions shall have delivered, been taken to remove each Seller from any personal guarantees provided on behalf of the Company or caused to be delivered, to indemnification shall have been provided for such guarantees which is acceptable in the sole discretion of the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the Company and the 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 the Seller Representative Company in whole or in part to the extent permitted by applicable Law):
): (a) each of the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true Sections 7.1 (Organization and correct in all respectsGood Standing) and 7.2 (Authorization of Agreement), and those not so qualified shall be true and correct in all material respects (without giving effect to any limitation on any representation or warranty indicated by the words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”), at and as of the date hereof and 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 in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and (ii) each of other representations and warranties of Purchaser and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any limitation on any representation or warranty indicated by the Sellers shall have received a certificate signed by an authorized officer words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”), as of Purchaser, dated the date hereof and at and as of the Closing Date as though made on the Closing Date, to the foregoing effect;
(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely except to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); representations and warranties relate to an earlier date (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any case such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser representations and warranties shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, on and as of such earlier date), provided, however, that in the Closing; (Bevent of a breach of a representation or warranty, the condition set forth in this Section 9.2(a)(ii) shall be deemed satisfied unless such breach of a representation or warranty would, individually or in the true and correct bylaws of the Purchaseraggregate, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to reasonably be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.expected to
Appears in 1 contract
Samples: Merger Agreement (Schweitzer Mauduit International Inc)
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality materially and Purchaser Material Adverse Effect shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, in each case, 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 the Closing DateClosing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality materially and Purchaser Material Adverse Effect shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the ;
(c) The Sellers shall have received a certificate signed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, 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 that each of the transactions contemplated herebyconditions in Sections 7.3(a) and (b) have been satisfied in all respects;
(d) the waiting period applicable The Sellers shall have received all documents it may reasonably request relating to the transactions contemplated by existence of Purchaser and the authority for Purchaser for this Agreement under the HSR ActAgreement, all in form and substance reasonably satisfactory to Purchaser;
(e) The Companies and Subsidiaries shall have an aggregate of no more than $7,400,000 of Cash on hand; provided, however, that the condition contained in this Section 7.3(e) shall have no force or effect unless the Sellers shall have used their reasonable best efforts to extract Cash from the Companies and Subsidiaries (including a willingness to incur normal withholding or similar Taxes in connection therewith) and, provided further, if the condition contained in this Section 7.3(e) shall not have previously been satisfied, Purchaser shall have executed the right and delivered option (but not the obligation) to cause such condition to be satisfied by (i) at any time following the date hereof, agreeing in writing to Swaldo pay to the Swaldo Employment AgreementSellers, in accordance with Section 2.5(d), 100% of the excess of the Cash remaining in the Companies and Subsidiaries over $7,400,000 as of the Closing Date (the "Excess Cash Amount"), (ii) after the date that is 60 days following the date hereof, agreeing in writing to Bxxxxxxxx pay to the Bxxxxxxxx Employment Agreement and Sellers, in accordance with Section 2.5(d), 90% of the Excess Cash Amount or (iii) after the date that is 100 days following the date hereof, agreeing in writing to pay to the Equity Sellers, in accordance with Section 2.5(d), 75% of the Earn-Out Agreement;Excess Cash Amount.
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); The actions contemplated by clause (iii) of the effect definition of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes Reorganization shall have been effected in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b6.2(c); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Comverse Technology Inc/Ny/)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof and as of the Closing Date;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) hereof;
(ce) there shall not be in effect any Order by a Governmental Body or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(df) the waiting period applicable Sellers shall have obtained all consents and waivers referred to in Section 4.6(b) hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights AgreementSeller Documents;
(g) there shall not have occurred any event, development or circumstance since the date all officers and members of the Agreement that has caused a material adverse change in the business, assets, property or financial condition Board of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any Directors of the Subsidiaries operates (but solely to Purchaser shall have provided an undated resignation and shall have appointed the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation designees of the transactions contemplated by this AgreementSellers as members of the Board of Directors; and
(h) Purchaser the Majority Stockholders shall have delivered, or caused executed the agreement to be delivered, return the Control Block to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestCompany.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to effect the Closing and consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction or waiver, in whole or in part (to the extent permitted by Law), on or prior to or on the Closing Date, Date of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):conditions:
(a) each of the representations and warranties Fundamental Representations of Purchaser the Buyer set forth in this Agreement qualified as to materiality shall be true and correct in all respectsrespects (disregarding any materiality, Buyer Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier)), in each case, (i) as of the date of this Agreement and those not so qualified shall be true and correct in all material respects, as of the Closing as though made at and as of the Closing Date as though made on the Closing DateClosing, except to the extent unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date) and (ii) except where a failure to be so true and correct has not had a Buyer Material Adverse Effect;
(b) each of the representations and warranties qualified as to materiality of the Buyer other than the Fundamental Representations shall be true and correct in all respectsrespects (in the case of any representation or warranty qualified by materiality or Buyer Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Buyer Material Adverse Effect), in each case, (i) as of the date of this Agreement and those not so qualified as of the Closing as though made at and as of the Closing, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects, on and as of such earlier date)) and (ii) except where a failure to be so true and correct, and individually or in the Sellers shall have received aggregate, has not had a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effectBuyer Material Adverse Effect;
(bc) Purchaser the Buyer shall not have performed and complied breached in all any material respects with all respect any obligations and agreements required by this Agreement to be performed or and complied with by Purchaser on or it prior to the Closing Date, and the 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;
(d) the waiting period applicable to Sellers shall have received the transactions contemplated by this Agreement under the HSR Act;items listed in Section 7.05; and
(e) Purchaser there shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development been no amendment or circumstance since the date modification of the Contribution Agreement that has caused a material adverse change in or the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser Contribution Partnership Agreement Amendment or any of the Subsidiaries operates (but solely to the extent that exhibits of either such document that, in any such change does not have case, has a disproportionate or materially adverse effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of Purchaser set forth in this Agreement contained herein qualified as to materiality shall be true and correct, and all representations and warranties of Purchaser contained herein not qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at as of the date hereof and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers 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 obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(c) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by an Officer of Purchaser certifying as to the fulfillment of the conditions specified in Sections7.20 and (a) hereof;
(cd) there shall not be in effect any Order by a Governmental Body or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(de) the waiting period applicable Sellers shall have obtained all consents and waivers referred to in Section 5.6(b) hereof, in a form reasonably satisfactory to Purchaser, with respect to the transactions contemplated by this Agreement under and the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;Company Documents; and
(f) Parent shall have executed all officers and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date members of the Agreement that has caused a material adverse change in the business, assets, property or financial condition Board of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes Directors of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to provided an undated resignation and shall have appointed the Sellers:
(i) a certificate of good standing designees of the Purchaser dated Sellers as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate members of the secretary or other officer Board of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestDirectors.
Appears in 1 contract
Samples: Share Exchange Agreement (Global Boatworks Holdings, Inc.)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality (disregarding any “materiality” or “Purchaser Material Adverse Effect” qualifications contained therein) shall be true and correct in all respectsrespects as of the Closing (except such representations and warranties that expressly address an earlier date, which such representations and those not so qualified warranties shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except where the failure to be so true and correct has not, individually or in the aggregate, had and would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, and the Sellers Company 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 obligations and agreements required by in this Agreement to be performed or complied with by Purchaser on or prior to or on the Closing Date, and the Sellers 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 the Sellers nor any Order by a Governmental Body of competent jurisdiction restraining, enjoining their Affiliates will be liable for the obligations of Purchaser or otherwise prohibiting with respect to the consummation post-Closing operation of the transactions contemplated herebyBusiness or with respect to any Assumed Liability), and the Company shall be satisfied that there have been no adverse developments or occurrences that would reasonably be expected to be material and adverse in the context of the transfer of one or more Transferred Permits/Licenses;
(d) the waiting period applicable Purchaser shall have delivered to the transactions contemplated by this Agreement under Sellers all of the HSR Act;items set forth in Section 4.3; and
(e) Purchaser the Company shall have executed and delivered (i) to Swaldo be satisfied in its sole discretion that the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) bond agreements related exclusively to the Equity Sellers, Transferred Permits/Licenses (and related instruments) underlying the Earn-Out Agreement;
(f) Parent shall have executed existing reclamation and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date surety bonds of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates Sellers with respect to the transactions contemplated hereby; (iv) Transferred Permits/Licenses will be terminated upon the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation completion of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing transfer of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestrelated Transferred Permits/Licenses.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);
(ce) no legal proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to 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 order by a Governmental Body governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;; and
(f) Parent the Employment Agreements shall have been executed and delivered to Lxxxx by Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement X. Xxxxx, Xxxx X. Xxxxx and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 precedent (any or all of which may be waived by the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser Buyer set forth in this Agreement qualified as to materiality materially shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, in each case, 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 the Closing DateClosing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality materially shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser Buyer on or prior to the Closing Date, and the 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser Buyer shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreementobtained or made any consent, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellersapproval, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any eventorder or authorization of, development or circumstance since the date of the Agreement that has caused a material adverse change in the businessregistration, assets, property declaration or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Companyfiling with, any Seller Governmental Body required to be obtained or any of their respective Affiliates made by it in connection with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby; and
(he) Purchaser Buyer and the Escrow Agent shall have delivered, or caused to be delivered, to entered into and executed the Sellers:
(i) a certificate Escrow Agreement substantially in the form of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.Exhibit D.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);
(ce) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;; and
(f) Parent the Employment Agreements shall have been executed by Xxxxxxx, Xxxxx and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement Xxxxxxx and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) Certificates representing the Sellers' pro rata share of Purchaser Common Stock shall have been, or shall at the Closing be, validly delivered and transferred to the Sellers, free and clear of any and all Liens;
(b) all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(c) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bd) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(e) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effect;Sellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c); and
(cf) 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) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of -------------------------------------------------- the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the all representations and warranties of Purchaser set forth in this Agreement the Purchasers contained herein shall be true and correct as of the date hereof; and all representations and warranties of the Purchasers contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchasers contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) Purchaser the Purchasers shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser the Purchasers on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(c) the Representative on behalf of the Sellers shall have been furnished with a certificate (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers) executed by an executive officer of the Purchasers certifying as to the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b);
(d) the applicable waiting period (and any extensions thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated;
(e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Stockholders, any of the Acquired Companies or the Purchasers seeking to 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property results of operations or financial condition of Purchaser URI and its Subsidiaries, Subsidiaries taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): ;
(ig) the effect of any change in Purchasers shall have paid the United States or foreign economies or securities or financial markets in general (but solely Assets Purchase Price and the Rylan Purchase Price by wire transfer to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) accounts designated in writing by the effect of any change that generally affects any industry in which Purchaser or any of Representative, with the Subsidiaries operates (but solely Cash Escrow being contemporaneously delivered to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; andEscrow Agent;
(h) Purchaser URI shall have delivered, or caused to be delivered, to issued and delivered stock certificates representing the Sellers:SMSV Merger Consideration and the HR Merger Consideration and deposited the Stock Escrow with the Escrow Agent;
(i) ESC shall have received the Assumption Agreement, executed by URNJ;
(j) the Representative shall have received a copy of each of the Escrow Agreements, executed by URI and the Escrow Agent;
(k) the Representative shall have received executed copies of each of the Leases to be entered into as of the Closing Date with Affiliates of LPC;
(l) the Representative shall have received a copy of the Consulting Agreement executed by URNJ;
(m) the Representative shall have received a copy of the URI Stock Agreement executed by URI;
(n) the Representative shall have received a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior with respect to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered URI issued by the Purchaser hereunder; and (D) copies Secretary of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser State of this Agreement and each its jurisdiction of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b)organization; and
(ivo) such other documents relating the Representative shall have received the opinion of Weil, Gotshal & Xxxxxx LLP, counsel to URI, in substantially the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestform of Exhibit J --------- hereto.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative URI in whole or in part to the extent permitted by applicable Law):
(aA) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality The Purchaser’s Fundamental Representations shall be true and correct in all respectsrespects on and as of the date hereof and the Closing Date (except where such representations and warranties are made as of a specific date, in which case such representations and those not so qualified warranties shall be true and correct as of such date) and (B) the representations and warranties contained in Article V other than the Purchaser’s Fundamental Representations shall be true and correct in all material respects, at respects (disregarding any materiality qualifications contained therein) on and as of the date hereof and the Closing Date as though made on the Closing Date, (except to the extent where such representations and warranties relate to an earlier date (are made as of a specific date, in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and respects (disregarding any materiality qualifications contained therein) as of such earlier date), and the Sellers 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 obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;.
(c) there There shall not be in effect any Law or Governmental Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions transaction contemplated hereby;by this Agreement.
(d) the waiting period applicable No legal proceedings will have been instituted or threatened to restrain, prohibit or delay any of the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect no Law of any change in the United States kind will have been enacted, entered, promulgated, or foreign economies enforced by any Governmental Authority that would prohibit or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or delay the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, Agreement or caused to be delivered, to has the Sellers:
(i) a certificate effect of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestmaking them illegal.
Appears in 1 contract
Samples: Share Purchase Agreement
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement Sale are subject to the fulfillment, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Seller Representative Sellers Representative, in whole or in part part, to the extent permitted by applicable Law):
(ai) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified Buyer Fundamental Representations shall be true and correct in all material respects, respects as of the date hereof and as of the Closing as though made at and as of the Closing Date as though made on the Closing Date, (except to the extent for such representations and warranties relate to an earlier date that are made as of a specific date, which shall be so true and correct only as of such specified date) and (in which case such ii) the other representations and warranties qualified as to materiality of Buyer set forth in Article 5 shall be true and correct (without giving effect to materiality, Material Adverse Effect, or similar phrases in all respectsthe representations and warranties, other than to the extent that such materiality, Material Adverse Effect or similar phrases define the scope of items or matters described on the Schedules) as of the date hereof and those not so qualified as of the Closing as though then made at and as of the Closing (except for such representations and warranties that are made as of a specific date, which shall be so true and correct in all material respects, on and only as of such earlier specified date), except where the failure of such representations and warranties to be so true and correct, individually or in the Sellers shall have received a certificate signed by an authorized officer of Purchaseraggregate, dated would not prevent or materially delay or impair Buyer’s ability to consummate the Closing Date, to the foregoing effecttransactions set forth herein;
(b) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date, and Closing;
(c) the Sellers Representative shall have received a certificate signed by an authorized officer of Purchaser, Buyer each dated the Closing Date, to the foregoing effect;
(ceffect that the conditions specified in Sections 7.2(a) 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 herebyand 7.2(b) are satisfied;
(d) no Governmental Body having competent jurisdiction over the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent Company, the Company Group or Buyer shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred enacted, issued, promulgated, enforced or entered any eventLaw then in effect or issued an Order, development or circumstance since the date of the Agreement that has caused a material adverse change in the businesseach case, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the prohibiting consummation of the transactions Sale substantially on the terms contemplated by this Agreement; and
(he) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing execution and delivery by Buyer of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestAncillary Agreements.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof and as of the Closing Date;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) hereof;
(ce) there shall not be in effect any Order by a Governmental Body or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(df) the waiting period applicable Sellers shall have obtained all consents and waivers referred to in Section 4.6(b) hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights AgreementSeller Documents;
(g) there shall not have occurred any event, development or circumstance since the date all officers and members of the Agreement that has caused a material adverse change in the business, assets, property or financial condition Board of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any Directors of the Subsidiaries operates (but solely to Purchaser shall have provided an undated resignation and shall have appointed the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation designees of the transactions contemplated by this AgreementSellers as members of the Board of Directors; and
(h) Purchaser a legal opinion shall have delivered, or caused to be delivered, delivered to the Sellers:
(i) Company by Purchaser’s counsel that shall be in a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior format acceptable to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestCompany.
Appears in 1 contract
Samples: Share Exchange Agreement (Golden Key International Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to sell the Flemings Shares to Purchaser and otherwise consummate the transactions contemplated by this Agreement Closing are subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each of the following conditions (unless satisfaction of any or all of which may be such condition is expressly waived in a writing delivered by the such Seller Representative in whole or in part to the extent permitted by applicable LawPurchaser):
(a) the representations and warranties of the Purchaser set forth in this Agreement qualified as to materiality contained herein shall be true and correct in all respects, and those not so qualified shall be true and correct accurate in all material respects, at respects as of the date hereof 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 in all respects, and those not so qualified shall be true and correct in all material respects, restated on and as of such earlier date (except that any representation or warranty which, by its terms, is made as of a date specified therein, shall be accurate in all material respects as of such date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) the Purchaser shall have performed and complied with, in all material respects with respects, all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or it prior to or at the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effectClosing;
(c) there shall not be in effect any Order by no order of a Governmental Body of competent jurisdiction restraining, enjoining Entity shall have been issued and continue to be effective that prohibits or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the waiting period applicable to declares illegal the transactions contemplated by this Agreement under the HSR Act;and no Law shall be in effect having any such result; and
(ed) Purchaser all consents, waivers, approvals, authorizations, exemptions, registrations, licenses, permits, notifications, declarations or filings from or with a Governmental Entity, the receipt or making of which is required for the completion by Sellers of the purchase and sale of the Flemings Shares contemplated by this Agreement shall have executed been obtained or made and delivered (i) to Swaldo all waiting periods specified under applicable Laws, and all extensions thereof, the Swaldo Employment Agreementpassing of which is necessary for such completion, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) shall have passed, except to the Equity Sellersextent the failures to obtain or make such consents, waivers, approvals, authorizations, concessions, notifications, declarations and filings, individually or in the Earn-Out Agreement;
(f) Parent shall have executed and delivered aggregate, would not have, or be reasonably likely to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any eventhave, development or circumstance since the date of the Agreement that has caused a material adverse change in effect on the business, assets, property business or financial condition operations of Purchaser Flemings and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Samples: Stock Purchase Agreement (Price T Rowe Associates Inc /Md/)
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality materially and Purchaser Material Adverse Effect shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, in each case, 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 the Closing DateClosing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality materially and Purchaser Material Adverse Effect shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the ;
(c) The Sellers shall have received a certificate signed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, 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 that each of the transactions contemplated herebyconditions in Sections 7.3(a) and (b) have been satisfied in all respects;
(d) the waiting period applicable The Sellers shall have received all documents it may reasonably request relating to the transactions contemplated by existence of Purchaser and the authority for Purchaser for this Agreement under the HSR ActAgreement, all in form and substance reasonably satisfactory to Purchaser;
(e) The Companies and Subsidiaries shall have an aggregate of no more than $7,400,000 of Cash on hand; provided, however, that the condition contained in this Section 7.3(e) shall have no force or effect unless the Sellers shall have used their reasonable best efforts to extract Cash from the Companies and Subsidiaries (including a willingness to incur normal withholding or similar Taxes in connection therewith) and, provided further, if the condition contained in this Section 7.3(e) shall not have previously been satisfied, Purchaser shall have executed the right and delivered option (but not the obligation) to cause such condition to be satisfied by (i) at any time following the date hereof, agreeing in writing to Swaldo pay to the Swaldo Employment AgreementSellers, in accordance with Section 2.5(d), 100% of the excess of the Cash remaining in the Companies and Subsidiaries over $7,400,000 as of the Closing Date (the “Excess Cash Amount”), (ii) after the date that is 60 days following the date hereof, agreeing in writing to Bxxxxxxxx pay to the Bxxxxxxxx Employment Agreement and Sellers, in accordance with Section 2.5(d), 90% of the Excess Cash Amount or (iii) after the date that is 100 days following the date hereof, agreeing in writing to pay to the Equity Sellers, in accordance with Section 2.5(d), 75% of the Earn-Out Agreement;Excess Cash Amount.
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); The actions contemplated by clause (iii) of the effect definition of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes Reorganization shall have been effected in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b6.2(c); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (CSG Systems International Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Parent and Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Parent and Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Parent and Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Parent and Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Parent and Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effect;Sellers) executed by the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c); and
(ce) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, the Purchaser or the Parent seeking to 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Mesa Energy Holdings, Inc.)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);
(ce) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to 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;
(df) the waiting period applicable to the transactions contemplated by this Employment Agreements and Consulting Agreement under the HSR Act;
(e) Purchaser shall have been executed and delivered (i) to Swaldo by the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;Company; and
(g) there appropriate actions shall not have occurred been taken to remove each Seller from any event, development or circumstance since the date personal guarantees provided on behalf of the Agreement that has caused a material adverse change Company or indemnification shall have been provided for such guarantees which is acceptable in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any sole discretion of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Company in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at respects as of the date hereof and as of the Closing Date as though if made on the Closing Date, at and as of each such date (except to the extent such those representations and warranties relate that address matters only as of a particular date or only with respect to an earlier date (in a specific period of time, which case such representations and warranties qualified as to materiality shall need only be true and correct in all respects, and those not so qualified shall be true and correct accurate in all material respects, on and respects as of such earlier datedate or with respect to such period), and the Sellers 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date, and the Sellers ;
(c) Purchaser shall have received delivered to the Company a certificate signed by of an authorized officer of Purchaser, dated as of the Closing Date, certifying as to (i) a copy of the foregoing effectresolution of Purchaser board of directors authorizing and approving the applicable matters contemplated hereunder, and (ii) the incumbency of officers of Purchaser executing documents executed and delivered in connection herewith;
(cd) 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) ; **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;Securities and Exchange Commission.
(e) Purchaser shall have delivered the Promissory Notes duly executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreementby Purchaser;
(f) Parent Purchaser shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement Company, Escrow Agent and the Investor Rights AgreementSeller Representative the Escrow Agreement duly executed by Purchaser;
(g) there Purchaser shall not have occurred any event, development or circumstance since delivered to the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): Company (i) a good standing certificate or the effect equivalent for Purchaser from its jurisdiction of any change in the United States or foreign economies or securities or financial markets in general organization, dated not more than five (but solely 5) days prior to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); Closing Date, and (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken other documents, instruments and certificates as may be reasonably requested by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; ;
(ivh) the effect Sellers shall have been released as guarantors under that certain Standard Form of any changes in applicable Laws or accounting rules (but solely to Loft Lease between Dashal Madison, LLC and the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this AgreementCompany dated August 29, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement2013; and
(hi) Purchaser TU LLC shall have delivered, or caused to be delivered, to adopted the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestDeferred Company Closing Bonus Plan.
Appears in 1 contract
Samples: Purchase Agreement (TransUnion)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, satisfaction or waiver by Sellers’ Representative at or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):precedent:
(a) the The representations and warranties of Purchaser set forth in Article V of this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and respects as of the date of this Agreement and on the Closing Date as though made on and as of such date (without giving effect to any materiality or similar qualification contained or incorporated directly or indirectly in such representation or warranty), except for breaches or inaccuracies that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the Transactions.
(b) Each of the covenants, agreements and obligations of Buyer to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date.
(c) Buyer shall have delivered to Sellers’ Representative a certificate, dated as of the Closing Date, except to stating that the extent such representations conditions specified in Section 8.3(a) and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall Section 8.3(b) 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the 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;been satisfied.
(d) Buyer shall have paid the waiting period applicable Purchase Price and all other payments required to be made by Buyer pursuant to the transactions contemplated by terms of this Agreement under the HSR Act;Agreement.
(e) Purchaser Buyer shall have delivered to Sellers’ Representative the Escrow Agreement executed by Buyer and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;Escrow Agent.
(f) Parent Buyer shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx Sellers’ Representative the Parent Stockholders Development Site Escrow Agreement executed by Buyer and the Investor Rights Agreement;Development Site Escrow Agent.
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser Buyer shall have delivered, or caused delivered to be delivered, to Sellers’ Representative the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered Restrictive Covenant Agreements executed by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestBuyer.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the The representations and warranties of the Purchaser set forth contained in this Agreement (i) that are not qualified as to by materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at respects on and as of the Closing Date as though made on the Closing Date, except to the extent expressly made as of an earlier date, in which case as of such earlier date, and except to the extent that the failure of such representations and warranties relate to an earlier date be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser or its ability to consummate the Transactions and perform its obligations under this Agreement, and (in which case such representations and warranties ii) that are qualified as to by materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, respects on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of the Purchaser, dated the Closing Date, to the foregoing effect;
(b) the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of the Purchaser, dated the Closing Date, to the foregoing effect;; and
(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) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date Sellers all of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described items set forth in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request4.3.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lubys Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative Sellers, in whole or in part part, to the extent permitted by applicable Law):
): (a) the representations and warranties of Purchaser set forth contained in this Agreement that are not qualified as to by materiality shall be true and correct in all respects, and those not so qualified or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all material respects, at respects on and as of the Closing Date as though made on the Closing Date-81- Closing, except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier date), and the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect or similar qualification shall be true and correct 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 true and correct in all respects as of such earlier date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, Purchaser on behalf of Purchaser dated the Closing Date, to the foregoing effect;
; (b) Purchaser shall have performed and complied in all material respects with all covenants, obligations and agreements required by in this Agreement to be performed or complied with by Purchaser on or prior to or on the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, Purchaser on behalf of Purchaser dated the Closing Date, to the foregoing effect;
; (c) there shall not the Sellers’ cash on hand, including any amounts that can be in effect any Order by a Governmental Body of competent jurisdiction restrainingborrowed under the DIP Credit Agreement, enjoining is equal to or otherwise prohibiting greater than the consummation of the transactions contemplated hereby;
Retained Cash; and (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date Sellers all of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described items set forth in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.4.3. 9.3
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative Sellers, in whole or in part part, to the extent permitted by applicable Law):
(a) the representations and warranties of the Purchaser set forth contained in this Agreement that are not qualified as to by materiality shall be true and correct in all respects, and those not so qualified or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all material respects, at respects on and as of the Closing Date as though made on the Closing DateClosing, except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier date), and the representations and warranties of the Purchaser contained in this Agreement that are qualified by materiality or the Purchaser Material Adverse Effect or similar qualification shall be true and correct 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 true and correct in all respects as of such earlier date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, the Purchaser on behalf of the Purchaser dated the Closing Date, to the foregoing effect;
(b) The Purchaser shall have performed and complied in all material respects with all covenants, obligations and agreements required by in this Agreement to be performed or complied with by the Purchaser on or prior to or on the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, the Purchaser on behalf of the Purchaser dated the Closing Date, to the foregoing effect;; and
(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) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) The Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date Sellers all of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described items set forth in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request4.3.
Appears in 1 contract
Samples: Asset Purchase Agreement (AMERICAN EAGLE ENERGY Corp)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative Sellers, in whole or in part part, to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth contained in this Agreement that are not qualified as to by materiality shall be true and correct in all respects, and those not so qualified or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all material respects, at respects on and as of the Closing Date as though made on the Closing DateClosing, except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier date), and the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect or similar qualification shall be true and correct 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 true and correct in all respects as of such earlier date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, Purchaser on behalf of Purchaser dated the Closing Date, to the foregoing effect;
(b) Purchaser shall have performed and complied in all material respects with all covenants, obligations and agreements required by in this Agreement to be performed or complied with by Purchaser on or prior to or on the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, Purchaser on behalf of Purchaser dated the Closing Date, to the foregoing effect;
(c) there shall not the Sellers’ cash on hand, including any amounts that can be in effect any Order by a Governmental Body of competent jurisdiction restrainingborrowed under the DIP Credit Agreement, enjoining is equal to or otherwise prohibiting greater than the consummation of the transactions contemplated hereby;Retained Cash; and
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date Sellers all of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described items set forth in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request4.3.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier a specified date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, on and as of such earlier specified date), and the Sellers 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 obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and (without giving effect to any limitation or qualification as to “materiality,” including the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effectwords “material” or “Material Adverse Effect,” set forth therein);
(c) there shall not be in effect any Order by a Governmental Body Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;Act shall have expired or early termination shall have been granted; and
(e) Purchaser shall have executed taken all of the actions, and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, delivered to the Sellers:
(i) a certificate of good standing Sellers all of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or certificates and other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaserdocuments, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described set forth in Section 9.2(a) and 9.2(b3.2(d); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);
(ce) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to 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;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;; and
(f) Parent the Employment Agreements shall have been executed by Xxx-Xxxx Ma and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement Xxxxxxxxxxxx and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (WPCS International Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate and cause the consummation of the transactions contemplated by this Agreement are subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):precedent:
(a) all of the representations and warranties of Purchaser the Buyer set forth in this Agreement qualified as or in any Exhibit, Schedule or document delivered pursuant to materiality this Agreement shall be true and correct in all respects, respects as of the date of this Agreement and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date with the same effect 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 in all respects, and those not so qualified shall be true and correct in all material respects, on were made at and as of such earlier date)the Closing, and the Sellers each Seller shall have received a certificate signed by an authorized officer the Buyer Closing Certificate dated as of Purchaser, dated the Closing Date, Date executed by the Buyer to the foregoing such effect;
(b) Purchaser shall have performed all of the covenants and complied in all material respects obligations that the Buyer is required to perform or to comply with all obligations and agreements required by pursuant to this Agreement to be performed or complied with by Purchaser on at or prior to the Closing DateDate shall have been duly performed and complied with, and the Sellers each Seller shall have received a certificate signed the Buyer Closing Certificate executed by an authorized officer of Purchaser, dated the Closing Date, Buyer to the foregoing such effect;
(c) there shall not all proceedings and actions, corporate or other, to be taken by the Buyer in effect any Order connection with the transactions contemplated by a Governmental Body this Agreement, and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of this Agreement and the transactions contemplated hereby, shall have been taken and shall be reasonably satisfactory in form and substance to the Sellers' counsel;
(d) the waiting period applicable Buyer shall have paid the cash portion of the Purchase Price by wire transfer to the transactions contemplated by this Agreement under the HSR ActSellers of immediately available funds;
(e) Purchaser the Buyer or subsidiaries of the Buyer shall have executed and delivered (i) the Assignment and Assumption Agreements and such other documents as may be necessary for the Buyer to Swaldo assume all of the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out AgreementAssumed Liabilities;
(f) Parent the Sellers shall have executed and delivered received an opinion of counsel to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and Buyer addressed to the Investor Rights AgreementSellers substantially in the form of EXHIBIT F;
(g) the Buyer shall have delivered to the Sellers satisfactory evidence of compliance with SECTIONS 6.6(a), (G) and (H);
(h) the Buyer shall have deposited or caused to be deposited the Escrowed Amount with the Escrow Agent; and
(i) between the date of this Agreement and the Closing Date, there shall not have occurred been a change, event or occurrence that, individually, or together with any eventother change, development event or circumstance since the date of the Agreement that occurrence, has caused a material adverse change in the business, assets, property had or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall could reasonably be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely expected to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestMaterial Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Law):
(a) the The representations and warranties of Purchaser the Purchasers set forth in this Agreement Article VI and in the other Purchaser Documents qualified as to materiality shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) Purchaser the Purchasers shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with respectively by Purchaser the Purchasers on or prior to the Closing Date, and the 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 Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;; and
(d) each of the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser closing deliveries set forth in Section 4.3 shall have executed and been delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative Sellers only in whole or in part to the extent permitted by applicable Lawwriting):
(a) each of the representations and warranties of the Purchaser set forth contained in this Agreement qualified as to materiality shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, at as of the date hereof and as of the Closing Date as though if made on and as of the Closing Date, (except to the extent for such representations and warranties relate to an earlier that are made as of a specific date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and speak only as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) the Purchaser shall have duly performed and complied in all material respects with all obligations and agreements required by in this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date, and ;
(c) the Sellers shall have received a certificate certificate, signed by an a duly authorized officer of Purchaser, the Purchaser and dated the Closing Date, to the foregoing effecteffect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied;
(cd) 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) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser Sellers shall have executed received the consents, waivers and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect approvals listed on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(bSchedule 7.2(e); and
(ivf) such other documents relating to the transactions contemplated by this the Aircraft Management Business Purchase Agreement as shall have closed (or be capable of closing simultaneous with the Seller or the Seller Representative may reasonably requesttransactions contemplated hereby) in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Babcock & Brown JET-i Co., Ltd.)
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative URI in whole or in part to the extent permitted by applicable Law):
(aA) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality The Purchaser’s Fundamental Representations shall be true and correct in all respectsrespects on and as of the date hereof and the Closing Date (except where such representations and warranties are made as of a specific date, in which case such representations and those not so qualified warranties shall be true and correct as of such date) and (B) the representations and warranties contained in Article V other than the Purchaser’s Fundamental Representations shall be true and correct in all material respects, at respects (disregarding any materiality qualifications contained therein) on and as of the date hereof and the Closing Date as though made on the Closing Date, (except to the extent where such representations and warranties relate to an earlier date (are made as of a specific date, in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and respects (disregarding any materiality qualifications contained therein) as of such earlier date), and the Sellers 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 obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;.
(c) there There shall not be in effect any Law or Governmental Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions transaction contemplated hereby;by this Agreement.
(d) the waiting period applicable No legal proceedings will have been instituted or threatened to restrain, prohibit or delay any of the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect no Law of any change in the United States kind will have been enacted, entered, promulgated, or foreign economies enforced by any Governmental Authority that would prohibit or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or delay the consummation of the transactions contemplated by this Agreement; andAgreement or has the effect of making them illegal.
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.ARTICLE VIII TAX MATTERS
Appears in 1 contract
Samples: Share Purchase Agreement (Uranium Resources Inc /De/)
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the 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 the Seller Representative in whole or in part by the Sellers in writing to the extent permitted by applicable Law):
(a) (i) Each of the representations and warranties of Purchaser Parent and Acquisition Sub set forth in this Agreement qualified as to materiality Section 5.1 and Section 5.2 shall be true and correct in all respectsrespects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and those not so qualified as of such date) and (ii) each of the other representations and warranties made by Parent and Acquisition Sub in Article 5 of this Agreement (disregarding all qualifications and exceptions contained therein relating to materiality) shall be true and correct in all material respects, at respects as of the date of this Agreement and as of the Closing Date as though if 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 in all respects, and those not so qualified shall be true and correct in all material respects, on and as of the Closing Date (or, if given as of a specific date, at and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;.
(b) Purchaser Parent and Acquisition Sub shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser Parent and Acquisition Sub on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;.
(c) there 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) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and.
(hd) Purchaser Parent and Acquisition Sub shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or deliver all other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents items required to be delivered by Parent and Acquisition Sub at the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described Closing as specified in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request2.3.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);
(ce) no legal proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to 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 order by a Governmental Body governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;; and
(f) Parent the Employment Agreements shall have been executed and delivered to Lxxxx by Xxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement Xxxxx Xxxxxx and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentfulfillment (or, to the extent permitted by applicable law, waiver), on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):conditions:
(ai) the representations and warranties of Purchaser Buyer set forth in this Agreement (i) to the extent qualified as to materiality by materiality, Material Adverse Effect or similar qualification contained therein, shall be true and correct in all respectsand (ii) to the extent not qualified by materiality, and those not so qualified Material Adverse Effect or similar qualification contained therein, shall be true and correct in all material respects, in each case, 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 the Closing DateClosing, except to the extent that any such representations and warranties relate expressly made as of a specified date shall only need to an earlier be true and correct as of such date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respectscorrect, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bii) Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser it on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(ciii) no Proceedings shall have been instituted or claim or demand made against the Sellers, the Company or Buyer which could reasonably be expected to restrain or prohibit the consummation of the transactions contemplated hereby, and there shall not be in effect any Order order by a Governmental Body Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(div) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser , if applicable, and any extensions thereof shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development expired or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreementbeen terminated; and
(hv) Purchaser the Seller Representative, the Sellers and/or the Escrow Agent, as the case may be, shall have delivered, or caused to be delivered, to received the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described items listed in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request2.5.2.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Brightpoint Inc)
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are to occur at Closing shall be subject to the fulfillmentsatisfaction, prior to on or on before the Closing Date, of each and every one of the following conditions (conditions, all or any or all of which may be waived by the Seller Representative in a signed writing, in whole or in part to part, by the extent permitted by applicable Law):Sellers.
(a) the The representations and warranties of Purchaser Buyer set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified herein shall be true and correct in all material respects, respects at and as of the Closing Date Date, as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and respects as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;.
(b) Purchaser Buyer shall have duly performed and complied in all material respects with all obligations of the covenants, acts and agreements required by this Agreement undertakings to be performed or complied with by Purchaser it on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;.
(c) there A duly authorized officer of Buyer shall not be in effect any Order by deliver a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting certificate to the consummation Sellers dated as of the transactions contemplated hereby;Closing Date certifying, without personal liability, to the compliance with the conditions set forth in Sections 11.2(a) and (b) above.
(d) All material Consents from Governmental Entities shall have been obtained and consent of the waiting period applicable to the transactions contemplated by this Agreement lenders under the HSR Act;Credit Agreement shall have been obtained.
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment AgreementNo suit, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred action or other proceeding by any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following third party shall be disregarded for purposes of this Section 9.2(g): (i) the effect of pending before any change Governmental Entity seeking to restrain or prohibit, or to obtain damages or other relief in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Companyconnection with, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreementhereby or which is likely to materially adversely affect the value of the assets or business of the Company.
(f) There shall not be in effect on the date on which the Closing is to occur any judgment, decree, order or other prohibition of a court of competent jurisdiction having the force of law that would prevent the Closing; andprovided that the Sellers shall have used commercially reasonable efforts to prevent the entry of any such judgment, decree, order or other prohibition and to appeal as expeditiously as possible any such judgment, decree, order or other prohibition that may be entered.
(g) Buyer shall have delivered to the Sellers such documents as the Sellers or their counsel may reasonably require to evidence Sellers’ full and complete release as of Closing of any and all Guarantees with respect to the Obligations.
(h) Purchaser Buyer shall have delivered, made or caused stand willing to be delivered, make all the deliveries to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates Sellers described in Section 9.2(a) and 9.2(b12.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aero Performance Products, Inc.)
Conditions Precedent to Obligations of the Sellers. The obligations of the 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 the Seller Representative Sellers in whole or in part to the extent permitted by applicable Lawlaw):
(a) the all representations and warranties of the Purchaser set forth in this Agreement contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct in all respectscorrect, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent such those representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on had been made again at and as of such earlier that date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(bc) the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and ;
(d) the Sellers shall have received a certificate signed by an authorized officer of Purchaser, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the foregoing effectSellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);
(ce) 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;
(df) the waiting period applicable Purchaser shall have obtained all consents including the Required Approvals and waivers referred to in Section 5.3 hereof with respect to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights AgreementPurchaser Documents;
(g) there the waiting period under the HSR Act shall not have occurred any eventexpired or early termination shall have been granted, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreementapplicable; and
(h) the Purchaser shall have delivered, or caused to be delivered, to obtained the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestRequired Approvals.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fortune Entertainment Corp /De/)
Conditions Precedent to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions contemplated by this Agreement are shall be subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each Date of the following additional conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):precedent:
(a) the representations and warranties of Purchaser set forth Parent contained in this Agreement that are qualified as to by materiality or Material Adverse Effect shall be true and correct in all respectsrespects as of the Closing Date as if made on such date (except for representations and warranties that relate to a specified date which shall be true and correct as of such specified date), and those all representations and warranties of Parent and the Buyer contained in this Agreement that are not so qualified shall be true and correct with only such exceptions as individually or in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respectsaggregate do not constitute, and those would not so qualified shall be true and correct in all material respectsreasonably expected to constitute, a Material Adverse Effect on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effectParent;
(b) Purchaser Parent and the Buyer shall have performed and complied in all material respects with all their respective obligations and agreements required by under this Agreement required to be performed or complied with by Purchaser on at or prior to the Closing Date, and including, without limitation, payment of the Cash Consideration.
(c) the Sellers shall have received a certificate signed certificate, in form and substance to the reasonable satisfaction of the Sellers, dated as of the Closing Date, executed on behalf of Parent and the Buyer by an authorized officer of PurchaserParent, dated certifying in such detail as the Closing DateSellers may reasonably request, to that the foregoing effect;
(c) there shall not be in effect any Order by a Governmental Body conditions of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebySections 7.1 hereof and this Section 7.2 have been fulfilled;
(d) the waiting period applicable to the transactions contemplated by this Transition Services Agreement under the HSR Act;B/S shall have been duly executed; and
(e) Purchaser shall have executed all third party consents, waivers and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates approvals with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and
(h) Purchaser DIP Financing lenders shall have delivered, or caused to be delivered, to the Sellers:
(i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing;
(ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby;
(iii) the certificates described in Section 9.2(a) and 9.2(b); and
(iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably requestbeen received.
Appears in 1 contract
Samples: Asset Purchase Agreement (Exds Inc)
