Conditions to Contributor's Obligations. In addition to any other conditions set forth in this Agreement, Contributor's obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Section 3.2, all of which shall be conditions precedent to Contributor's obligations under this Agreement.
Conditions to Contributor's Obligations. In addition to any other conditions set forth in this Agreement, Contributor's obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Section 3.2, all of which shall be conditions precedent to Contributor's obligations under this Agreement.
(a) Acquirer's Obligations. Acquirer shall have performed all obligations of Acquirer hereunder which are to be performed prior to Closing, and shall have delivered or caused to be delivered to Contributor, all of the documents and other information required of Acquirer pursuant to Section 4.3.
Conditions to Contributor's Obligations. Contributor’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Contributor), prior to or at the Closing, of all of the following conditions:
Conditions to Contributor's Obligations. Contributor's obligation to close is subject to satisfaction of each of the following conditions (any of which may be waived by Contributor in its sole discretion):
Conditions to Contributor's Obligations. The obligation of Contributors to close the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date:
Conditions to Contributor's Obligations. Contributors' obligations under this Agreement to deliver the Contribution Amount and otherwise consummate the transactions contemplated hereby are subject to the satisfaction (or waiver in writing by Contributors) of the following conditions on or before the Closing:
(i) No Injunction. No temporary restraining order or preliminary or permanent injunction or any court or administrative agency of competent jurisdiction prohibiting the consummation of the transactions contemplated hereby shall be in effect.
Conditions to Contributor's Obligations. The obligations of Contributors to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions at, or prior to, the Closing, unless Contributors waive in writing prior to the Closing any such condition:
(i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) Tornier shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and
Conditions to Contributor's Obligations. Contributor’s obligation to convey the Property or otherwise perform Contributor’s obligations under this Agreement is conditioned upon the occurrence of the following conditions on or before the Closing Date:
(a) The representations, warranties and covenants of Acquiror contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
(b) Acquiror shall have performed and complied in all material respects with all covenants and agreements contained herein which are to be performed and complied with by Acquiror at or prior to the Closing Date.
(c) Acquiror shall have delivered to Contributor: (i) a countersigned copy of the Lease; (ii) a countersigned copy of the assignment of warranties and intangible property owned by Contributor, (iii) an executed closing statement, and (iv) any and all documents required of Acquiror by the Title Company in order for the Closing to occur.
(d) In the event any of the foregoing conditions or other conditions to this Agreement are not fulfilled, and are not waived by Contributor on or before the Closing, Contributor may terminate this Agreement. Upon a termination of this Agreement pursuant to this Section 13(d), Title Company shall, subject to the provisions of Section 24(d) below, return the Xxxxxxx Money Deposit to Acquiror and the parties shall have no further liability to one another hereunder with respect to the Property except to the extent expressly stated otherwise herein. Contributor shall have the right to waive, in Contributor’s and absolute discretion, any of the conditions precedent set forth in this Section 13, and the election by Contributor to proceed with the Closing with the actual knowledge that a condition precedent has not been satisfied, shall be deemed Contributor’s waiver of such condition precedent to the extent any such condition precedent has not been previously satisfied or waived. Neither Acquiror nor Contributor shall willfully or in bad faith act or fail to act for the purpose of permitting any of Acquiror’s Conditions in this Section 13 to fail.
Conditions to Contributor's Obligations. Contributor’s obligations at the Closing are expressly conditioned upon the following conditions being satisfied or complied with (unless waived in writing by Contributor):
14.2.1 Investor’s warranties and representations set forth herein shall be true and correct in all material respects as of Closing Date; and
14.2.2 Contributor and Investor shall have effectuated the resizings and refinancings contemplated under Article 12 with respect to the Existing Debt.
14.2.3 No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated by this Agreement, and no litigation or governmental proceeding seeking such an order shall be pending or threatened.
Conditions to Contributor's Obligations. The obligation of Contributor to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver) of the following conditions as of the Closing:
(a) The representations and warranties made by the Company in this Agreement and in any certificate delivered by the Company pursuant hereto shall be true and correct in all material respects as of the date hereof;
(b) The Company shall have performed and complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date;
(c) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby, and no investigation that could result in any such suit, action or proceeding shall be pending or threatened;
(d) Parent and Contributor shall have received the approval from each of Wilmington Trust Company, as trustee under the Indenture, and Fleet Capital Corporation, as collateral agent under the Loan and Security Agreement, to consummate the transactions contemplated by this Agreement; and
(e) The consummation of the sale of Rexair Holdings, Inc. to Affiliates of Rhône Capital LLC in accordance with the terms of the Agreement and Plan of Merger dated as of May 8, 2005 among Rhône Sweep Holdings LLC, Rhône Sweep Acquisition LLC, Rhône Sweep Acquisition Inc., Rhône Sweep Acquisition Sub LLC, Jacuzzi Brands, Inc., JUSI Holdings, Inc. and Rexair Holdings, Inc.
