Conditions to Obligation of Buyer to Effect the Merger. The obligations of Buyer to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by Buyer:
(a) Each of the representations and warranties of Seller contained in this Agreement qualified as to materiality or Seller Material Adverse Effect and the representations and warranties contained in Section 5.3 shall be true and correct in all respects (except, with respect to the representations and warranties in Section 5.3, for (x) variations in the aggregate number of Seller Common Shares outstanding on a fully-diluted basis not in excess of 6,000 shares or such other variations as would result in changes in the aggregate amounts paid by Buyer under Article 4 not in excess of $72,000 and (y) the effect of actions taken in compliance with Section 7.2) and each of the representations and warranties of Seller contained in this Agreement that are not so qualified (excluding any representations and warranties contained in Section 5.3) shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except to the extent any such representation or warranty is expressly limited by its terms to another date or time (in which case such representation or warranty need only be true and correct as of such date or time), and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Seller by a member of the Special Committee and the Chief Accounting Officer of Seller to the foregoing effect.
(b) Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Seller by a member of the Special Committee and the Chief Accounting Officer of Seller to the foregoing effect.
(c) There shall not have occurred any change concerning, or other event affecting, Seller, that, individually or in the aggregate, has had or could reasonably be expected to have, a Seller Material Adverse Effect and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Seller by the Chairman of the Board and Chief Executive Officer of Seller to the foregoing effect.
(d) All other consents, authorizations, orders and approvals of (or filings or registrations w...
Conditions to Obligation of Buyer to Effect the Merger. The obligation of Buyer to effect the Merger is further subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions (all or any of which may be waived in whole or in part by Buyer in its sole discretion):
Conditions to Obligation of Buyer to Effect the Merger. The obligations of Buyer to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by Buyer:
(a) The Company shall have performed, in all material respects, its agreements contained in this Agreement required to be performed on or prior to the Closing Date and, at the Closing, the Company shall have delivered to the Buyer a certificate to that effect, executed by an executive officer of the Company. 38
(b) The representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, the Company shall have delivered to the Buyer a certificate to that effect, executed by an executive officer of the Company. Notwithstanding the foregoing sentence, this condition shall be considered to have been satisfied in full, if the aggregate of all breaches of the representations and warranties of the Company and of the Company's agreements do not result in damages or losses incurred or to be incurred by Buyer that equal or exceed One Million Dollars ($1,000,000).
(c) From the date of this Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of the Company that would have a Company Material Adverse Effect other than any such change that results from a decline or deterioration in general economic conditions or in conditions in the real estate markets in which the Company operates.
(d) Prior to the Effective Time, the Company shall have complied with Section 7.15 hereof.
(e) The consents and waivers from third parties set forth on Schedule 5.5(a) and any other consents necessary to effectuate the Merger arising after the date hereof from third parties shall have been obtained.
(f) The Accepted Policies will be obtained by the Company and will be in effect.
(g) PGP Partners, Inc. and the Company shall have entered into (or the Surviving Entity shall have had assigned to it) an agreement providing, for a term expiring in June, 2002, for the sharing of common administrative costs, in form and substance reasonably acceptable to Buyer.
(h) The Company shall have delivered to the Buyer a certificate of the Secretary of the C...
Conditions to Obligation of Buyer to Effect the Merger. The obligations of Buyer to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by Buyer:
(a) Each of the representations and warranties of Coplxx xxxtained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Coplxx xx the President of Coplxx xx the foregoing effect.
(b) Coplxx xxxll have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Coplxx xx the President of Coplxx xx the foregoing effect.
(c) Buyer shall have received the opinion of counsel, dated not less than five business days prior to the date the Form S-4 is declared effective by the SEC, reasonably acceptable to Buyer, and subject to customary conditions and qualifications (including reliance, in part, on representations of Buyer and Coplxx xxx certain stockholders of Coplxx), xo the effect that the Merger will be treated for federal income tax purposes as a tax-free reorganization qualifying under the provisions of Sections 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect.
(d) From the date of this Agreement through the Effective Time, there shall not have occurred any change concerning Coplxx xx any of the Coplxx Xxxsidiaries, that has had or could be reasonably likely to have a Coplxx Xxxerial Adverse Effect and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Coplxx xx the President of Coplxx xx the foregoing effect.
(e) The Board of Directors of Coplxx xxxll have amended the Rights Agreement so that neither the execution nor the delivery of this Agreement will trigger or otherwise affect any rights or obligations under the Rights Agreement, including causing the occurrence of a "Distribution Date" or a "Stock Acquisition Date," as defined in the Rights Agreement, and shall redeem all outstanding Rights.
