Conditions to Consummation of the Transactions. SECTION 7.01. Conditions to Each Party’s Obligation to Effect the Transactions 44 SECTION 7.02. Conditions to the Obligations of Purchaser 44 SECTION 7.03. Conditions to the Obligations of the Company 45 ARTICLE VIII TERMINATION SECTION 8.01. Termination 46 SECTION 8.02. Termination by Purchaser 47 SECTION 8.03. Termination by the Company 47 SECTION 8.04. Procedure for Termination 48 SECTION 8.05. Extension; Waiver 48 ARTICLE IX CLOSING SECTION 9.01. Time and Place 48 ARTICLE X INDEMNIFICATION
Conditions to Consummation of the Transactions. The obligations of each party to consummate the transactions provided for in this Agreement and/or the Closing Documents are subject to the satisfaction or waiver, at or prior to the Closing Date, of the following conditions:
Conditions to Consummation of the Transactions. 37 Section 7.1 Conditions to the Obligations of Buyer and Seller 37 Section 7.2 Other Conditions to the Obligations of Buyer 38 Section 7.3 Other Conditions to the Obligations of Seller 39 Section 7.4 Frustration of Closing Conditions 39 ARTICLE VIII TERMINATION; AMENDMENT; WAIVER 39 Section 8.1 Termination 39 Section 8.2 40 Section 8.3 Effect of Termination 41 ARTICLE IX INDEMNIFICATION. 42 Section 9.1 Survival 42 Section 9.2 Indemnification by Seller 42 Section 9.3 Third Party Claim Indemnification Procedures 43 Section 9.4 Limitations 44 Section 9.5 Adjustment to Losses 44 Section 9.6 Characterization of Indemnification Payments 45 Section 9.7 Mitigation 45 Section 9.8 Exclusive Remedy 45 ARTICLE X MISCELLANEOUS 46 Section 10.1 Entire Agreement 46 Section 10.2 Assignment 46 Section 10.3 Notices 46 TABLE OF CONTENTS (continued) Page Section 10.4 Fees and Expenses 47 Section 10.5 Construction; Interpretation 47 Section 10.6 Exhibits and Schedules 47 Section 10.7 No Third Party Beneficiaries 48 Section 10.8 Severability 48 Section 10.9 Counterparts; Signatures 48 Section 10.10 Knowledge 48 Section 10.11 Mutual Release. 48 Section 10.12 Legal Representation 49 Section 10.13 Governing Law 50 Section 10.14 Jurisdiction and Venue 50 Section 10.15 WAIVER OF JURY TRIAL 50 Section 10.16 Remedies 51 Section 10.17 Confidentiality 51 Section 10.18 Amendment 52 Section 10.19 Extension; Waiver 52 Section 10.20 No Buyer Shareholder Liability 52 Section 10.21 Seller Guarantee 53 EXHIBITS A Form of Joinder PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 1, 2017, is made by and among Macquarie Utilities Holdings, GP, a Delaware general partnership (“Seller”), Eversource Energy, a Massachusetts voluntary association (“Buyer”), and, solely for the purpose of Section 10.21, Macquarie Infrastructure Partners International, L.P., a Delaware limited partnership, Macquarie Infrastructure Partners A, L.P., a Delaware limited partnership, and Macquarie Infrastructure Partners Canada L.P., a limited partnership formed in Ontario, Canada (each a “Seller Guarantor” and collectively the “Seller Guarantors”). Seller and Buyer shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Conditions to Consummation of the Transactions. 7.1 Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of Seller and Purchaser to effect the Transactions shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by written agreement of Purchaser and Seller, to the extent permitted by applicable Law:
Conditions to Consummation of the Transactions. BY BABF The obligations of BABF under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived by BABF
Conditions to Consummation of the Transactions. CONTEMPLATED HEREBY -------------------
Conditions to Consummation of the Transactions. 69 Section 7.1. Conditions to Each Party’s Obligation to Effect the Transactions 69 Section 7.2. Conditions to the Obligation of BRLLC, BRINC and the Selling Members 70 Section 7.3. Conditions to the Obligations of Parent, Kenexa Technology and Acquisition Sub 71
Conditions to Consummation of the Transactions. 64 Section 7.1 Conditions to the Obligations of the Parties 64 Section 7.2 Other Conditions to the Obligations of IIAC 64 PAGE Section 7.3 Other Conditions to the Obligations of the Company 65 Section 7.4 Frustration of Closing Conditions 66 ARTICLE 8 TERMINATION 66 Section 8.1 Termination 66 Section 8.2 Effect of Termination 67 ARTICLE 9 MISCELLANEOUS 67 Section 9.1 Non-Survival 67 Section 9.2 Entire Agreement; Assignment 67 Section 9.3 Amendment 67 Section 9.4 Notices 68 Section 9.5 Governing Law 69 Section 9.6 Fees and Expenses 69 Section 9.7 Construction; Interpretation 69 Section 9.8 Exhibits and Schedules 70 Section 9.9 Parties in Interest 70 Section 9.10 Severability 70 Section 9.11 Counterparts; Electronic Signatures 70 Section 9.12 Knowledge of Company; Knowledge of IIAC 71 Section 9.13 No Recourse 71 Section 9.14 Extension; Waiver 71 Section 9.15 Waiver of Jury Trial 71 Section 9.16 Arbitration 72 Section 9.17 Remedies 72 Section 9.18 Trust Account Waiver 72 Section 9.19 Further Assurances 73 ANNEXES AND EXHIBITS Annex A Pre-Closing Restructuring Transactions Exhibit A Form of PIPE Subscription Agreement Exhibit B Term Sheet for Registration Rights Agreement Exhibit C Term Sheet for Lock-Up Agreement Exhibit D Term Sheet for Warrant Assumption Agreement and Warrant Agreement Amendment Exhibit E Term Sheet for Post-Closing Corporate Governance Exhibit F Form of Company Support Agreement Exhibit G Form of Sponsor Letter Agreement BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law, Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”). The Company (defined below), IIAC and the Merger Sub shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Conditions to Consummation of the Transactions. .. 66 Section 7.1 Conditions to the Obligations of Buyer and the Seller Parties ............................ 66 Section 7.2 Other Conditions to the Obligations of Buyer ..................................................... 66 Section 7.3 Other Conditions to the Obligations of the Seller Parties .................................... 66 ARTICLE 8 TERMINATION .................................................................................................................... 67 Section 8.1 Termination .......................................................................................................... 67 Section 8.2 Effect of Termination ........................................................................................... 68 Section 8.3 Break Fee ............................................................................................................. 68 Section 8.4 Special Reimbursement Payment for Lease Extension........................................ 69 ARTICLE 9
Conditions to Consummation of the Transactions. Section 7.1 Conditions to the Obligations of Buyer and the Seller Parties. The respective obligation of each Party to consummate the Transactions is subject to the satisfaction or waiver by Buyer and the Seller Parties (which waivers may be given in writing) on or prior to the Closing of the following conditions: (a) The waiting period (and any extensions thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired (the “Required Approval”). (b) No Law, order, ruling or injunction issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. Section 7.2
