CONDITIONS TO CONSUMMATE CLOSING Sample Clauses

CONDITIONS TO CONSUMMATE CLOSING. SECTION 7.1. Conditions to all Parties' Obligations 71
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CONDITIONS TO CONSUMMATE CLOSING. SECTION 7.1.
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CONDITIONS TO CONSUMMATE CLOSING. SECTION 7.1. Conditions to all Parties' Obligations 71 SECTION 7.2. Conditions to Buyer's Obligations 71 SECTION 7.3. Conditions to the Seller Parties' Obligations 73 SECTION 7.4. Waiver of Conditions 74 ARTICLE VIII SURVIVAL AND INDEMNIFICATION SECTION 8.1. Survival 74 SECTION 8.2. Indemnification by Seller 74 SECTION 8.3. Indemnification by Buyer 75 SECTION 8.4. Certain Limits to Indemnification 75 SECTION 8.5. Third-Party Claim Indemnification Procedures 76 SECTION 8.6. Direct Claim Indemnification Procedures 78 SECTION 8.7. Investigation by Indemnifying Parties 78 SECTION 8.8. Limitations on Liabilities 78 SECTION 8.9. Adjustments to Losses 79 SECTION 8.10. Characterization of Indemnification Payments 79 SECTION 8.11. Mitigation 79 SECTION 8.12. Payment 79 SECTION 8.13. Remedies 80 ARTICLE IX TERMINATION SECTION 9.1. Termination 81 SECTION 9.2. Termination Fee 82 SECTION 9.3. Effect of Termination 82 ARTICLE X MISCELLANEOUS SECTION 10.1. Notices 83 SECTION 10.2. Entire Agreement 84 SECTION 10.3. Expenses 84 SECTION 10.4. Publicity 85 SECTION 10.5. Amendment and Waiver 85 SECTION 10.6. Parties in Interest; No Third-Party Beneficiaries 85 SECTION 10.7. Assignment; Binding Effect 85 SECTION 10.8. Section Headings 85 SECTION 10.9. Disclosure Schedules 85 SECTION 10.10. Severability 86 -iii- SECTION 10.11. Governing Law; Consent to Jurisdiction 86 SECTION 10.12. Waiver of Jury Trial 87 SECTION 10.13. Counterparts 87 SECTION 10.14. Specific Performance 87 SECTION 10.15. No Recourse 87 SECTION 10.16. Time of Performance 88 -iv- STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 26, 2013, by and among Apria Holdings LLC, a Delaware limited liability company (“Seller”), Apria Finance Holdings, Inc., a Delaware corporation (the “Company” and, together with Seller, the “Seller Parties”), Apria Healthcare Group Inc., a Delaware corporation (“AHG”, which has executed this Agreement solely for the purpose of agreeing to be bound by Section 6.13 and Article VIII), Ocean Acquisition Sub, L.L.C., a Delaware limited liability company (“Buyer”), and CVS Caremark Corporation, a Delaware corporation (“Parent”, which has executed this Agreement solely for the purpose of agreeing to be bound by Section 6.11).
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Related to CONDITIONS TO CONSUMMATE CLOSING

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

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