Conditions Precedent to Performance by Parties Sample Clauses

Conditions Precedent to Performance by Parties. 37 SECTION 7.1 Conditions Precedent to Performance by Sellers ............................................... 37 SECTION 7.2 Conditions Precedent to the Performance by Buyer ............................................. 38
Sample 1
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Conditions Precedent to Performance by Parties. 30 12.1. Conditions Precedent to Performance by Sellers and Buyer 30 12.2. Conditions Precedent to Performance by Sellers 30 12.3. Conditions Precedent to the Performance by Buyer 31 12.4. Escrow Closings: Management Agreement 31 ARTICLE 13 TERMINATION AND EFFECT OF TERMINATION 32 13.1. Right of Termination 32 13.2. Termination Without Default 32 13.3. Effect of Failure of Conditions to Closing 33 ARTICLE 14 MISCELLANEOUS 33 14.1. Successors and Assigns 33 14.2. Governing Law; Jurisdiction 33 14.3. Warranties Exclusive 34 14.4. Survival of Representations and Warranties; Indemnification 34 14.5. Notification of Certain Matters 35 14.6. No Recourse Against Third Parties 35 14.7. Other Agreements 35 14.8. Mutual Drafting 36 14.9. Expenses 36 14.10. Broker’s and Finder’s Fees 37 14.11. Severability 37 14.12. Notices 37 14.13. Amendments; Waivers 38 14.14. Public Announcements 38 14.15. Employee and Customer Announcements 38 14.16. Entire Agreement 38 14.17. Parties in Interest 39 14.18. Headings 39 14.19. Construction 39 14.20. Currency 39 14.21. Counterparts 39 14.22. Apportionment 39 ARTICLE 15 DEFINITIONS 39 15.1. Certain Terms Defined 39 15.2. All Terms Cross-Referenced 46 ANNEXES Annex I Selling Subsidiaries Annex II Financial Statements EXHIBITS Exhibit A Form of Plc Transition Services Agreement Exhibit B Form of Management Agreement Exhibit C Terms of CWA Transition Services Agreement Exhibit D Form of Sale Order Exhibit E Form of Closing Escrow Agreement Exhibit F Section 14.7 Prohibited Internal Reorganizations DISCLOSURE SCHEDULE Schedule 1.1(a) Owned Real Property Schedule 1.1(b) Real Estate Leases Schedule 1.1(g) Customer Contracts Schedule 1.1(k) Intellectual Property Schedule 1.1(m) Permits Schedule 1.2(b) Excluded Contracts Schedule 1.2(n) LC Collateral Schedule 1.2(q) Excluded Assets Schedule 4.1 Corporate Organization Schedule 4.4 Governmental Consents and Approvals Schedule 4.6 Litigation Schedule 4.7 Financial Statements Schedule 4.10(c) Tax Representation Schedule 4.10(d) Tax Representation Schedule 4.11 Material Contracts Schedule 4.12 Personal Property Schedule 4.13 Real Property Schedule 4.14(a) Intellectual Property Exceptions Schedule 4.14(b) Intellectual Property Exceptions Schedule 4.14(c) Intellectual Property Exceptions Schedule 4.16 Environmental Matters Schedule 4.17 Employee Benefit Plans Schedule 4.18 Labor Matters Schedule 4.20 Customers and Suppliers Schedule 6.2 Sellers’ Covenants Schedule 7.7 Schedule Amendment Amounts Sc...
Sample 1
Conditions Precedent to Performance by Parties. 34 12.1. Conditions Precedent to Performance by Seller and Buyer 34 12.2. Conditions Precedent to Performance by Seller 34 12.3. Conditions Precedent to the Performance by Buyer 35
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Conditions Precedent to Performance by Parties. 43 -i- TABLE OF CONTENTS (CONTINUED)
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Conditions Precedent to Performance by Parties. Section 6.1
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Conditions Precedent to Performance by Parties. 28 SECTION 7.1. Conditions Precedent to Performance by Sellers ...................28 SECTION 7.2. Conditions Precedent to the Performance by Buyer .................29 ARTICLE 8. TERMINATION ..............................................................31 SECTION 8.1. Conditions of Termination ........................................31 SECTION 8.2. Effect of Termination; Remedies ..................................32
Sample 1
Conditions Precedent to Performance by Parties. 19 Section 9.1 Conditions Precedent to Performance by Seller 19 Section 9.2 Conditions Precedent to Performance by Buyer 20 ARTICLE 10. TERMINATION 20 TABLE OF CONTENTS (continued) Page Section 10.1 Conditions of Termination 20 Section 10.2 Effect of Termination; Remedies 21 ARTICLE 11. MISCELLANEOUS 22 Section 11.1 Successors and Assigns 22 Section 11.2 Governing Law; Jurisdiction 23 Section 11.3 WAIVER OF JURY TRIAL 23 Section 11.4 Expenses 23 Section 11.5 Broker’s and Finder’s Fees 23 Section 11.6 Severability 23 Section 11.7 Notices 24 Section 11.8 Amendments; Waivers 25 Section 11.9 Time of Essence 25 Section 11.10 Specific Performance 25 Section 11.11 Public Announcements 26 Section 11.12 Entire Agreement 26 Section 11.13 Parties in Interest. 26 Section 11.14 Bulk Sales Laws 26 Section 11.15 Construction 26 Section 11.16 Counterparts and Facsimile 27 ARTICLE 12. DEFINITIONS 27 Section 12.1 Certain Terms Defined 27 Section 12.2 All Terms Cross-Referenced. 32 SCHEDULE Schedule 1.1 - Inventory Asset Register EXHIBIT Exhibit 1 - Bidding Procedures Order ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and among Remington Outdoor Company, Inc., a Delaware corporation and debtor-in-possession (“ROC”), each of the subsidiaries of ROC set forth on the signature pages to this Agreement (collectively with ROC, “Seller”), and Century Arms, Inc. (“Buyer”). Capitalized terms used in this Agreement are defined or cross-referenced in Article 12.
Sample 1
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Conditions Precedent to Performance by Parties 
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Related to Conditions Precedent to Performance by Parties

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Each Party’s Obligations The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent:

  • Conditions Precedent to Effectiveness of this Agreement This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date:

  • Conditions Precedent to All Credit Events The obligation of each Lender to make Loans (including Loans made on the Initial Borrowing Date), and the obligation of each Issuing Lender to issue Letters of Credit (including Letters of Credit issued on the Initial Borrowing Date), is subject, at the time of each such Credit Event (except as hereinafter indicated), to the satisfaction of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to All Loans Each Lender’s obligations to make each Loan is subject to the following conditions precedent:

  • Conditions Precedent to Effectiveness This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:

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