Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the Transactions on the Closing Date shall be subject to the satisfaction or the waiver by Buyer of the following conditions on or prior to the Closing Date:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(1) The representations and warranties of Seller set forth in Section 3 shall be true and correct in all material respects at and as of the Closing Date;
(2) Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(3) No action, suit, or proceeding shall be pending or to Seller’s knowledge, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign 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the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of Buyer to own the Membership Interests or for such companies to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(4) On or before the Closing Date, Seller will deliver to Buyer the following documents and instruments (the “Sellers Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged or notarized:
(A) a closing statement approved by the Parties (the “Closing Statement”);
(B) a copy, certified by an officer of Seller, of the resolutions of the Board of Directors and the holders of a majority of its issued and outstanding capital stock authorizing and approving the execution and delivery of this Agreement, the sale of the Membership Interests and the consummation of the transactions contemplated herein (sometimes referred to as the “Contemplated Transactions”);
(C) a certificate of existence of Seller issued by the Delaware Secretary of State, dated not more than ten (10) days before the Closing Date;
(D) assignment agreements conveying the Membership Interests to Buyer, in a form reasonably acceptable to Buyer, duly executed by Seller;
(E) a reaffirmation of all representations and warranties of Seller as set forth herein; and
(F) such other documents as Seller may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing.
(5) At Closing, Seller shall:
(A) Pay to Parent Majority Shareholder Seventy...
Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the transactions contemplated hereby shall be subject to the following conditions, which may be waived by Piaget Swiss or Buyer:
(a) at or prior to the Closing, Sellers shall have performed and complied with the agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing, and the representations and warranties of Sellers set forth in Sections 5.1, 5.2, 5.3, 5.5(b) and (c), 5.7, 5.9, 5.10 and 5.11 shall be true and correct in all material respects (except those representations that are qualified as to materiality, which shall be true and correct) as of the Closing as though made at and as of the Closing (except as otherwise contemplated by this Agreement), and the Buyer shall have received certificates to the foregoing effect from Sellers with respect to each of the foregoing;
(b) Buyer shall have received opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, counsel to Sellers, dated the Closing Date, with respect to the matters set forth in Exhibit F hereto, which opinion shall be in form and substance reasonably satisfactory to counsel to Buyer;
(c) Sellers shall have obtained any required consents and approvals necessary for the due and valid assignment by Sellers, as applicable, to Buyer of the Lease Agreement and the Assumed Contracts, and no such consent shall contain any condition that materially adversely affects or will materially adversely affect Buyer's ability to enjoy the full benefits of such Assumed Contracts or Lease Agreement, and Buyer shall have received from Sellers copies of each such consent.
(d) At or prior to Closing, the Escrow Release Agreement and the attachments thereto, including the Instruction Release Letter in the form attached hereto, shall have been executed and delivered by the parties thereto, Sellers and the other parties thereto shall have instructed the Escrow Agent (as such term is defined in the Escrow Release Agreement) to appear at the Closing with the Trademark Assignments (as such term is defined in the Escrow Release Agreement), and the Trademark Assignments (as such term is defined in the Escrow Release Agreement) shall have been released from escrow; and
(e) The representations and warranties of the Sellers set forth in the Escrow Release Agreement shall be true and correct as of the Closing.
Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the closing of the transactions contemplated herein is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by Buyer, in Buyer’s sole discretion (and, for any such condition not satisfied, if Buyer effects the Closing, then Buyer will be deemed to have waived such condition, with no associated Liability or other obligation resulting therefrom for any Seller):
(a) Releases. Sellers will have delivered to Buyer a written document in a form reasonably acceptable to each Party, each dated on or before the Closing Date and executed by each Person to whom, at Closing, any Seller owes any indebtedness for borrowed money or with whom Seller has a contractual right to borrow money, even if Seller does not owe any indebtedness for borrowed money to such Person at Closing (or, if applicable, executed by such Person’s agent or similar representative), in each case under which such Person (or such agent or representative on such Person’s behalf) (1) consents to the transactions contemplated herein (to the extent required) and (2) agrees to release each Encumbrance of such Person on any Acquired Asset upon the satisfaction of the conditions in such document (each such document being a “Lender Release”).
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions unless waived by Buyer:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the Closing herein is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by Buyer, in Buyer’s sole discretion:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the closing of the Transactions is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by Buyer, in Buyer’s sole discretion:
(a) (i) Each representation and warranty of Seller in Section 3.1, Section 3.2, Section 3.3(b), Section 3.5(a) and 3.5(c), Section 3.15, Section 3.16 and Section 3.19 and any other representation and warranty of Seller that is qualified by Material Adverse Effect will have been true and correct in all respects; and (ii) each representation and warranty of Seller in Article 3 (other than Section 3.1, Section 3.2, Section 3.5(a) and 3.5(c), Section 3.15, Section 3.16 and Section 3.19 and any representation and warranty qualified by Material Adverse Effect), disregarding all qualifications by the use of the word “material,” “materially,” or other variations of the root word “material” or by a reference regarding the occurrence or non-occurrence or possible occurrence or non-occurrence of a Material Adverse Effect or a “materially adverse effect” (a “Materiality Qualifier”), will have been true and correct in all material respects, in each case both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date).
(b) Seller will have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed and complied with by Seller on or before the Closing Date.
(c) Since the date of this Agreement, there will not have been any Material Adverse Effect.
(d) Seller will have delivered to Buyer a certificate duly executed by Seller, dated the Closing Date, certifying the items in Sections 6.1(a), 6.1(b) and 6.1(c).
(e) Seller will have delivered (or caused to be delivered) to Buyer each of the other items contemplated to be so delivered by this Agreement, including each item listed in Section 2.2.
Conditions to Obligation of Buyer to Close. The Buyer to obligation of consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:
(a) All of the representations and warranties of Seller contained in Section 4.1 shall be true, complete and correct on and as of the Closing Date as if made on the Closing Date and Buyer shall have received the described in Subsection 2.2(a);
(b) No material change shall have occurred with respect to any of the Assets between the date of this Agreement and the Closing Date; and
(c) No injunction, restraining or similar order shall have been issued by a court or governmental authority prohibiting the transactions contemplated by this Agreement.
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions unless waived by Buyer in writing: (a) The representations and warranties of Seller set forth herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (including representations and warranties made as of a specific date being true and correct as though that specific date were changed to the Closing Date); (b) Seller shall have performed all obligations and agreements and complied all covenants and conditions applicable to it contained in this Agreement in all material respects prior to or on the Closing Date, except those which if not performed or complied with would not materially and adversely effect Seller;
Conditions to Obligation of Buyer to Close. Section 6.3 of the Agreement shall be amended by adding at the end thereof the following:
