CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Each Buyer’s obligation to purchase the Shares and to take the other actions required to be taken by each Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by each Buyer, in whole or in part):
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of the Buyer to close under this Agreement are subject to the fulfillment of each of the following conditions, prior to or at the Closing:
(a) The representations and warranties made by the Sellers contained herein shall be true and correct at and as of the time of the Closing, with the same effect as though such representations and warranties were made at and as of such time, except in respects not materially adverse to Meadowlands. As used herein, the phrase "in respects not materially adverse to Meadowlands" shall mean in respects not materially adverse to the overall financial condition, business or prospects of the Business.
(b) The Sellers and Meadowlands, on or before the Closing, shall have performed and complied with all terms, covenants and conditions required by this Agreement to be performed or complied with at or before the Closing.
(c) No order, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby.
(d) The Sellers shall have delivered to the Buyer a certificate, dated the Closing Date and signed by the Sellers, certifying (i) as to the fulfillment of the conditions set forth in subsections (a), (b) and (c) of this Section 7 and (ii) that Sellers are not aware of any material omissions or facts that would materially alter any of the Financial Statements, nor are Sellers aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Business.
(e) All consents and approvals and waivers of third parties contemplated by this Agreement, and consents, permits and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement shall have been procured and delivered to the Buyer, and all other requirements prescribed by law shall have been satisfied.
(f) No suit, action or other proceeding shall be pending or directly threatened by any federal or stat...
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The obligation of the Buyer to purchase and pay for the asseTrade Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of the Buyer to close under this Agreement are subject to the fulfillment of each of the following conditions:
(a) The Seller shall have delivered to the Buyer the certificates representing the Capital Stock, duly executed for transfer or accompanied by duly executed powers.
(b) The Seller shall have entered into the Non-Competition and Non-Disclosure Agreement annexed hereto as “Exhibit B”.
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The Buyer’s obligation to purchase the Real Property is subject to satisfaction on or before the Closing Date of the following conditions, any of which may be waived in writing by the Buyer in the Buyer’s sole and absolute discretion.
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Xxxxx's obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. 3.1.1. The obligation of the Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or before the Closing Date, in absence of which Conditions Precedent the Buyer will be entitled to (a) terminate this Agreement, in accordance with the provisions set forth in Section 10.2.1 (without any negative consequence to the Buyer) or (b) waive those outstanding Conditions Precedent in full or in part (if such waiver is permitted under the applicable Laws):
(a) all of the Sellers’ Warranties are true, accurate and not misleading in all material aspects as of the Closing Date, unless given as of the specific date;
(b) the Disclosure Letter refers to or discloses no fact or circumstance that would make any of the Sellers’ Warranties untrue, inaccurate or misleading in respect of a monetary value exceeding EUR 300,000 (three hundred thousand Euro), provided that the Disclosure Letter is submitted to the Buyer in accordance to Section 3.3.6;
(c) no Material Adverse Change has occurred;
(d) the US Company has become a fully owned subsidiary of the Company and NALUS Holdings I Inc., a Delaware corporation, and NALUS Holdings II Inc., a Delaware corporation, have sold all their shares in the Company to the Seller 1 and the Seller 2 respectively;
(e) the Sellers have obtained the approval of CFIUS if such approval is required under applicable laws;
(f) actions indicated in Section 5.1.3 have been performed;
(g) no court, governmental or regulatory authority have enacted or issued any judgement, rule, statute, regulation or other order, which would prohibit the transfer of any Sale Shares to the Buyer.
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The obligation of the Buyer to consummate the transactions contemplated by this Agreement at the Closing is, at the option of the Buyer, subject to the fulfillment prior to or at the Closing of the following conditions:
9.1. The Seller Parties' Performance. There will not be any material error, misstatement, or omission in the representations and warranties made by the Seller Parties or Xxxxxx in this Agreement; all representations and warranties by the Seller Parties and Xxxxxx contained in this Agreement or in any written statement delivered by the Company or the Seller Parties to the Buyer pursuant to this Agreement will be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time (except for representations and warranties made as of a particular date, in which case such representations and warranties shall have been true in all material respects at and as of such date); and the Company and the Seller Parties will have performed and complied in all material respects with all the terms, provisions, and conditions of this Agreement to be performed and complied with by the Company or the Seller Parties at or before the Closing.
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The ------------------------------------------------------- Buyers' obligation to purchase the Acquired Assets, assume the Assumed Liabilities and to take the other actions required to be taken by the Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by each Buyer, in whole or in part, in such Buyer's sole discretion):
(a) Satisfaction or Waiver of Conditions Precedent in Stock Purchase ---------------------------------------------------------------- Agreement. All of the conditions precedent set forth in Article VII of the --------- Stock Purchase Agreement shall have been satisfied or waived.
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Buyer hereunder are, at the option of the Buyer, subject to the satisfaction or fulfillment of each of the following conditions precedent at or prior to the Closing: (a) Seller shall have performed and complied with all agreements, obligations and covenants required by this Agreement, and all of Seller’s representations and warranties shall be true and correct; (b) Seller shall own and be able to transfer its Assets free and clear of all Encumbrances; (c) the property and assets comprising the Assets shall remain in substantially the same condition as on the date hereof and there shall have been no material adverse change in the Business or the Assets; (d) with respect to all contracts and agreements which Buyer is acquiring hereunder from Seller, Buyer has agreed in writing to assume, and whose terms require consent for assignment and/or assumption, Seller shall have obtained from all other parties to such agreements written consents to such assignment to and/or assumption by Buyer and delivered same to Buyer, and, with respect to each such agreement and at Buyer's option, Seller shall have delivered to Buyer after Buyer's request an estoppel certificate executed by the other party to the agreement which provides that no default, or basis for default, to the agreement exists; (e) the shareholders and directors of Seller shall have taken all action required by or under applicable law, the Seller’s articles of incorporation and bylaws, and other applicable agreements to properly approve this Agreement and authorize the officers and directors to close all transactions contemplated by this Agreement in accordance herewith; (f) Buyer's Board of Directors shall have approved this Agreement and the transactions contemplated hereby; (g) the Lease, Restrictive Covenants, and Employment Agreements shall have been executed and delivered; (h) the Buyer shall have received written approval from the Atlanta Federal Reserve to engage in this transaction, which approval has already been requested by Buyer; and (i) if required, the Buyer has been licensed by the Securities and Exchange Commission, Georgia Securities Commission, and any other applicable governmental authority, to act as a registered investment advisor.
