Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing is subject to the satisfaction of the following further conditions:
(i) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, including without limitation, those obligations set forth in Section 5.03(a)(i); (ii) the representations and warranties of each Seller contained in this Agreement and in any certificate or other writing delivered by each Seller pursuant hereto shall be true at and as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect” were deleted therefrom), as if made at and as of such date, with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect; and (iii) Buyers shall have received a certificate signed by an officer of each Seller with respect to such Seller to the foregoing effect;
(b) Buyers shall have received all documents they may reasonably request from each Seller, the Subsidiary Sellers, and the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to Buyers; and
(c) Each Seller shall deliver a certificate, reasonably satisfactory to Buyers, to the effect that no powers of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members of the Administration Committee or any subcommittee thereof remain outstanding.
Conditions to Obligation of Buyers. The obligations of Buyers hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by Buyers, but only in writing):
Conditions to Obligation of Buyers. (a) The obligation of the Buyers to consummate the Closing is subject to the satisfaction of the following further conditions:
(i) No provision of any applicable law or regulation and no judgment,
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing is subject to the satisfaction, or waiver of the following further conditions:
(a) All obligations and conditions herein required to be performed or observed by the Seller on or prior to Closing shall have been performed or complied with in all material respects.
(b) The Seller’s Representations and Warranties shall be true and correct and complete as of the signing date and as of Closing.
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) Kxxxx shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(iv) all actions to be taken by Kxxxx in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyers. Delivery of past financial statements or records by Kxxxx, however will not be condition to the Closing. Buyers may waive any condition specified in this Section 6(a) if they execute a writing so stating at or prior to the Closing.
Conditions to Obligation of Buyers. The obligations of the Buyers to consummate each Closing are subject to the satisfaction of the following further conditions:
(i) The relevant Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them with respect to the Properties that are the subject of such Closing on or prior to such Closing Date, (ii) the representations and warranties of such Sellers (as the same apply generally or with respect to such Properties) contained in this Agreement and in any certificate or other writing delivered by Parent or such Sellers pursuant hereto shall be true at and as of such Closing Date, as if made at and as of such date, with only such exceptions as would not in the aggregate have a Material Adverse Effect, and (iii) the relevant Buyers shall have received certificates signed by the senior officers of such Sellers to the effect set forth in the preceding clause 10.02(a)(ii)). Notwithstanding the foregoing, if information was previously made available to the relevant Buyer in the Data Room, which reasonably demonstrates that any representation or warranty of such Sellers is not true, such untruth shall not be considered an untruth for purposes of this paragraph or Section 11.02.
(b) The relevant Buyers shall have received all documents they may reasonably request relating to the existence of such Sellers and the authority of such Sellers for this Agreement, all in form and substance reasonably satisfactory to such Buyers.
Conditions to Obligation of Buyers. The obligations of Buyers hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by Buyers, but only in writing):
(a) The representations and warranties of Sellers set forth in Article 5 above shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, provided that the receipt of such evidence and the closing of the transactions contemplated herein shall not be, nor be deemed to be, a waiver of the representations and warranties contained in this Agreement;
(b) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Sellers at or before Closing shall have been complied with or performed in all material respects; (c) Other than as disclosed herein or contemplated hereby, there shall have been no Material Adverse Change since the date of this Agreement: (i) with respect to the financial condition, assets or liabilities of the Sellers as such relates to the Business except for a reduction in Net Working Capital due to increased payables and a reduction in receivables and inventory in the ordinary course of business consistent with past practice except for the unusually high Net Working Capital at the end of 1997; and (ii) with respect to the business of the Sellers as such relates to the Business;
Conditions to Obligation of Buyers. The obligation of each Buyer to consummate the Closing is subject to the satisfaction of the following further conditions, unless otherwise waived in writing by an authorised representative of such Buyer:
(a) Each of the covenants, conditions and obligations that Seller are required to fulfill or comply with pursuant to this Agreement on or prior to the Closing Date shall have been duly performed and complied with in all material respects.
(b) The representations and warranties of Seller and the Company contained in this Agreement shall be true, complete, accurate and not misleading in all material respects at and as of the Closing Date as if made at and as of such time.
(c) There has not occurred any material breach or default under this Agreement by other Parties.
(d) All actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained.
(e) Seller shall have obtained all approvals, consents, permits and/or waivers required by the Applicable Laws at its jurisdiction or by any third party necessary for the consummation of the transactions contemplated by this Agreement, if applicable.
(f) There shall not be any action taken, or any Applicable Law proposed, enacted, enforced, promulgated or issued by any Governmental Authority that would have adverse impact on the Transaction.
(g) No event, development, occurrence, change, effect or condition of any character shall have occurred following the date of this Agreement that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
Conditions to Obligation of Buyers. The obligation of the Buyers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Buyers) on or prior to the Closing of the following conditions:
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions:
(i) Buyers shall have completed a reasonable due diligence investigation satisfactory to Buyers on or before the First Closing Date; (ii) the representations and warranties of Seller set forth in Section 4 above shall be true and correct in all material respects at and as of each Closing Date;
