Conditions to Obligation of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) on or prior to the Closing of each of the following conditions: (a) No Governmental Authority shall have issued a Governmental Order that has become final, including any permanent injunction, restraining or enjoining the transactions contemplated by this Agreement. To the extent that there is a Governmental Order restraining or enjoining the transactions contemplated by this Agreement that is not final, the parties’ obligations to consummate the transactions contemplated by this Agreement will be held in abeyance until such time as the applicable court makes a determination as to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other conditions in this Section 7.1(a)). (b) Seller and Buyer shall have received the Required Pre-Closing Educational Consents listed on Schedule 6.8, (c) The DOE shall have issued a DOE Pre-Acquisition Review Letter, and, except as otherwise waived by the Buyer pursuant to Section 6.9(b), the DOE Pre-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE Restriction. (d) HLC shall not have placed the School under a probation order, ordered the School to Show Cause why its accreditation should not be revoked, or otherwise indicated in writing that HLC has or will revoke the School’s accreditation. For avoidance of doubt, HLC’s placement of the School on Notice shall not be a basis for the assertion that the condition set forth in this Section 7.1(d) has not been satisfied. (e) If applicable, Seller shall have obtained from the landlord of the Leased Real Property written notice that Seller has authority to sublet to Buyer the Culinary Leased Real Property pursuant to the Culinary Sublease.
Appears in 1 contract
Samples: Asset Purchase Agreement (Laureate Education, Inc.)
Conditions to Obligation of Each Party. The Subject to Section 1.9(a), the respective obligations obligation of each party to this Agreement Acquiror and Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) on or prior to the Closing of each of the following conditions:
(a) No Governmental Authority shall have issued a Governmental Order that has become finalAgreement, including any permanent injunctionthe Arrangement, restraining or enjoining the transactions contemplated by this Agreement. To the extent that there is a Governmental Order restraining or enjoining the transactions contemplated by this Agreement that is not final, the parties’ obligations to consummate the transactions contemplated by this Agreement will shall be held in abeyance until such time as the applicable court makes a determination as to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other following conditions at or prior to the Effective Time:
(a) The Form S-4 shall have become effective under the Securities Act; no stop order suspending the effectiveness of the Form S-4 shall have been issued; and no proceedings for such purpose shall have been initiated or threatened in this Section 7.1(a))writing by the SEC.
(b) Seller and Buyer The Arrangement Resolution shall have received been approved by the Required Pre-Closing Educational Consents listed on Schedule 6.8,Company Requisite Shareholder Vote, and the Court shall have approved the Interim Order and Final Order.
(c) The DOE transactions contemplated by this Agreement shall have issued a DOE Pre-Acquisition Review Letter, and, except as otherwise waived been approved by the Buyer pursuant to Section 6.9(b), Acquiror Requisite Shareholder Vote. This Agreement shall have been duly approved by the DOE Presole shareholder of Acquiror Sub in accordance with applicable Law and the certificate of incorporation and by-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE Restrictionlaws of Acquiror Sub.
(d) HLC The shares of Acquiror Class A Common Stock that shall not have placed be issued and paid to the School under a probation order, ordered the School to Show Cause why its accreditation should not be revoked, or otherwise indicated in writing that HLC has or will revoke the School’s accreditation. For avoidance shareholders of doubt, HLC’s placement Company upon consummation of the School Arrangement shall have been authorized for listing on Notice shall not be a basis for national securities exchange in the assertion that the condition set forth in this Section 7.1(d) has not been satisfiedUnited States, subject to official notice of issuance.
(e) If applicable, Seller Acquiror’s articles of incorporation shall have obtained from been amended and restated in the landlord form attached hereto as Exhibit E, provided that such amendment and restatement shall be effected only upon satisfaction or waiver of all other conditions set forth in this ARTICLE V.
(f) No Law or Order (whether temporary, preliminary or permanent, but excluding Regulatory Laws and Orders arising thereunder or related thereto) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Entity that is then in effect and has the effect of making illegal or otherwise prohibiting the consummation of the Leased Real Property written notice that Seller has authority to sublet to Buyer transactions contemplated by this Agreement, including the Culinary Leased Real Property pursuant Arrangement.
(g) All waiting periods applicable to the Culinary Subleasetransactions contemplated hereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have expired, terminated or have been waived, and all approvals and rulings by, and filings with, Governmental Entities in respect of the transactions contemplated hereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have been (or are deemed to have been) obtained, waived or made.
Appears in 1 contract
Conditions to Obligation of Each Party. The respective obligations obligation of each party to this Agreement Acquiror and Company to consummate the transactions contemplated by this Agreement are Agreement, including the Arrangement, shall be subject to satisfaction of the satisfaction or waiver (if permitted by applicable Law) on following conditions at or prior to the Closing of each of the following conditionsEffective Time:
(a) No Governmental Authority the Acquiror Issued Securities to be issued pursuant to the Arrangement shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; or (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; provided, however, that Company shall not be entitled to the benefit of this condition in this Section 5.1(a), and shall be deemed to have waived such condition, in the event that Company fails to advise the Court prior to the hearing in respect of the Final Order that Acquiror intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 1.8.
(b) The distribution of the Acquiror Issued Securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control Persons or pursuant to Section 2.6 of the National Instrument 45-102 — Resale of Securities).
(c) The Continuance Resolution shall have been approved by the Continuance Requisite Shareholder Vote, the Arrangement Resolution shall have been approved by the Company Requisite Shareholder Vote at the Company Meeting, and the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and otherwise reasonably satisfactory to Acquiror and Company and shall not have been set aside or modified in a manner reasonably unacceptable to Company and Acquiror on appeal or otherwise.
(d) A continuance application in connection with the Company Continuance in form and substance satisfactory to each of Company and Acquiror, acting reasonably shall have been filed with the Registrar and the Registrar shall have issued to Company a Certificate of Continuation giving effect to the Company Continuance.
(e) The Share Issuance shall have been approved by the Acquiror Requisite Shareholder Vote.
(f) The shares of Acquiror Common Stock that shall be issued and paid to the shareholders of Company upon consummation of the Arrangement shall have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance.
(g) No Law or Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Order Entity that is then in effect and has become final, including any permanent injunction, restraining the effect of making illegal or enjoining otherwise prohibiting the consummation of the transactions contemplated by this Agreement. To , including the extent that there is a Governmental Order restraining or enjoining Arrangement.
(h) All waiting periods applicable to the transactions contemplated by this Agreement that is not finalhereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have expired or terminated, the parties’ obligations to consummate and all approvals and rulings by, and filings with, Governmental Entities in respect of the transactions contemplated hereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have been obtained or made.
(i) Acquiror shall have received an opinion of Xxxxx & Xxxxxxx LLP, counsel to Acquiror, or such other Tax counsel reasonably satisfactory to Acquiror and Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Merger should qualify for the Intended Tax Treatment. In rendering such opinion, such counsel may require and shall be entitled to rely upon reasonable and customary representations and covenants, including those contained in representation letters signed by this Agreement will be held in abeyance until such time as officers of Acquiror, the applicable court makes a determination as Company and Acquiror Canadian Sub. The opinion condition referred to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other conditions in this Section 7.1(a)).
(b5.2(i) Seller and Buyer shall have received the Required Pre-Closing Educational Consents listed on Schedule 6.8,
(c) The DOE shall have issued a DOE Pre-Acquisition Review Letter, and, except as otherwise waived by the Buyer pursuant to Section 6.9(b), the DOE Pre-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE Restriction.
(d) HLC shall not have placed the School under a probation order, ordered the School to Show Cause why its accreditation should not be revoked, or otherwise indicated in writing that HLC has or will revoke the School’s accreditation. For avoidance of doubt, HLC’s placement of the School on Notice shall not be a basis for the assertion that the condition set forth in this Section 7.1(d) has not been satisfiedwaivable.
(e) If applicable, Seller shall have obtained from the landlord of the Leased Real Property written notice that Seller has authority to sublet to Buyer the Culinary Leased Real Property pursuant to the Culinary Sublease.
Appears in 1 contract
Conditions to Obligation of Each Party. The respective obligations obligation of each party to this Agreement Acquiror and Company to consummate the transactions contemplated by this Agreement are Agreement, including the Arrangement, shall be subject to satisfaction of the satisfaction or waiver (if permitted by applicable Law) on following conditions at or prior to the Closing of each of the following conditionsEffective Time:
(a) No Governmental Authority the Acquiror Issued Securities to be issued pursuant to the Arrangement shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; or (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; provided, however, that Company shall not be entitled to the benefit of this condition in this Section 5.1(a), and shall be deemed to have waived such condition, in the event that Company fails to advise the Court prior to the hearing in respect of the Final Order that Acquiror intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 1.8.
(b) The distribution of the Acquiror Issued Securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control Persons or pursuant to Section 2.6 of the National Instrument 45-102 – Resale of Securities).
(c) The Continuance Resolution shall have been approved by the Continuance Requisite Shareholder Vote, the Arrangement Resolution shall have been approved by the Company Requisite Shareholder Vote at the Company Meeting, and the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and otherwise reasonably satisfactory to Acquiror and Company and shall not have been set aside or modified in a manner reasonably unacceptable to Company and Acquiror on appeal or otherwise.
(d) A continuance application in connection with the Company Continuance in form and substance satisfactory to each of Company and Acquiror, acting reasonably shall have been filed with the Registrar and the Registrar shall have issued to Company a Certificate of Continuation giving effect to the Company Continuance.
(e) The Share Issuance shall have been approved by the Acquiror Requisite Shareholder Vote.
(f) The shares of Acquiror Common Stock that shall be issued and paid to the shareholders of Company upon consummation of the Arrangement shall have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance.
(g) No Law or Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Order Entity that is then in effect and has become final, including any permanent injunction, restraining the effect of making illegal or enjoining otherwise prohibiting the consummation of the transactions contemplated by this Agreement. To , including the extent that there is a Governmental Order restraining or enjoining Arrangement.
(h) All waiting periods applicable to the transactions contemplated by this Agreement that is not finalhereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have expired or terminated, the parties’ obligations to consummate and all approvals and rulings by, and filings with, Governmental Entities in respect of the transactions contemplated hereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have been obtained or made.
(i) Acquiror shall have received an opinion of Xxxxx & Xxxxxxx LLP, counsel to Acquiror, or such other Tax counsel reasonably satisfactory to Acquiror and Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Merger should qualify for the Intended Tax Treatment. In rendering such opinion, such counsel may require and shall be entitled to rely upon reasonable and customary representations and covenants, including those contained in representation letters signed by this Agreement will be held in abeyance until such time as officers of Acquiror, the applicable court makes a determination as Company and Acquiror Canadian Sub. The opinion condition referred to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other conditions in this Section 7.1(a)).
(b5.2(i) Seller and Buyer shall have received the Required Pre-Closing Educational Consents listed on Schedule 6.8,
(c) The DOE shall have issued a DOE Pre-Acquisition Review Letter, and, except as otherwise waived by the Buyer pursuant to Section 6.9(b), the DOE Pre-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE Restriction.
(d) HLC shall not have placed the School under a probation order, ordered the School to Show Cause why its accreditation should not be revoked, or otherwise indicated in writing that HLC has or will revoke the School’s accreditation. For avoidance of doubt, HLC’s placement of the School on Notice shall not be a basis for the assertion that the condition set forth in this Section 7.1(d) has not been satisfiedwaivable.
(e) If applicable, Seller shall have obtained from the landlord of the Leased Real Property written notice that Seller has authority to sublet to Buyer the Culinary Leased Real Property pursuant to the Culinary Sublease.
Appears in 1 contract
Conditions to Obligation of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) on or prior to the Closing of each of the following conditions:
(a) The waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act (or any extension thereof) shall have expired or been terminated.
(b) No Governmental Authority shall have issued a Governmental Order that has become final, including any permanent injunction, restraining or enjoining the transactions contemplated by this Agreement. To the extent that there is a Governmental Order restraining or enjoining the transactions contemplated by this Agreement that is not final, the parties’ obligations to consummate the transactions contemplated by this Agreement will be held in abeyance until such time as the applicable court makes a determination as to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other conditions in this Section 7.1(a)ARTICLE VII).
(bc) Seller and Buyer shall have received the Required Pre-Closing Educational Consents listed on Schedule 6.8,6.9(a) and shall have provided ACOTE and CAPTE with written notice of the transactions contemplated by this Agreement.
(cd) The DOE Seller and Buyer shall have issued received a DOE Pre-Acquisition Review Letter, and, except as otherwise waived by Letter that does not: (i) require the Buyer pursuant to Section 6.9(b), the DOE Pre-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE Restriction.
(d) HLC shall not have placed the School under a probation order, ordered or the School to Show Cause why post a letter of credit or similar form of financial protection in an amount exceeding 25% of the Title IV Program funds received by the School in its accreditation should not be revokedmost recently completed fiscal year; or (ii) restrict the ability of the School to add new Title IV-eligible campuses, add new Title IV-eligible educational programs, or otherwise indicated in writing that HLC has or will revoke modify existing Title IV-eligible educational programs for a period not longer than is required for the DOE to accept and review the School’s accreditation. For avoidance of doubt, HLC’s placement financial statements and Title IV compliance audit covering one complete fiscal year of the School on Notice shall not be School’s uninterrupted Title IV Program participation under the ownership of Buyer, with such fiscal year commencing following the issuance by DOE of a basis for the assertion that the condition set forth in this Section 7.1(d) has not been satisfiedPPPA.
(e) If applicableNo Required Pre-Closing Educational Consent from any Educational Agency other than the DOE shall include conditions that would substantially, Seller shall have obtained from materially and adversely affect the landlord operation and business of the Leased Real Property written notice that Seller has authority to sublet to Buyer Company as presently operated and conducted. For example and the Culinary Leased Real Property pursuant to the Culinary Subleaseavoidance of doubt, growth restrictions would not constitute such a condition.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)
Conditions to Obligation of Each Party. The respective obligations obligation of each party to this Agreement Acquiror and Company to consummate the transactions contemplated by this Agreement are Agreement, including the Arrangement, shall be subject to satisfaction of the satisfaction following conditions at or waiver prior to the Effective Time, each of which may be waived (if to the extent permitted by applicable Law) on or prior to with the Closing of each mutual consent of the following conditionsParties:
(a) No Governmental Authority The Acquiror Issued Securities that shall be issued to the holders of Company Common Shares pursuant to the Arrangement shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, and in compliance with all applicable state securities laws; or (ii) registered pursuant to an effective registration statement under the U.S. Securities Act, and in either case, shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act to Persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined by Rule 144 of the U.S. Securities Act) of Acquiror).
(b) The Arrangement Resolution shall have been approved by the Company Requisite Shareholder Vote at the Company Special Meeting, and the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and otherwise reasonably satisfactory to Acquiror and shall not have been set aside or modified in a manner reasonably unacceptable to Acquiror on appeal or otherwise.
(c) The Acquiror Issued Securities that shall be issued a to the holders of Company Common Shares pursuant to the Arrangement shall have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance.
(d) No Law or Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Order Entity that is then in effect and has become final, including any permanent injunction, restraining the effect of making illegal or enjoining otherwise prohibiting the consummation of the transactions contemplated by this Agreement. To , including the extent that there is a Arrangement.
(i) All waiting periods applicable to the transactions contemplated hereby under applicable Antitrust Laws in the jurisdictions set forth in Exhibit C shall have expired or terminated, and all approvals, clearances and rulings by, and filings with, Governmental Order restraining Antirust Entities in respect of the transactions contemplated hereby under applicable Antitrust Laws in the jurisdictions set forth in Exhibit C (including Competition Act Approval) shall have been obtained or enjoining made; and (ii) if and only if section 16 of the Investment Canada Act applies to the transactions contemplated by this Agreement that is not finalAgreement, the parties’ obligations to consummate the transactions contemplated by this Agreement will be held in abeyance until such time as the applicable court makes a determination as to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other conditions in this Section 7.1(a)).
(b) Seller and Buyer Investment Canada Act Approval shall have received the Required Pre-Closing Educational Consents listed on Schedule 6.8,
(c) The DOE shall have issued a DOE Pre-Acquisition Review Letter, and, except as otherwise waived by the Buyer pursuant to Section 6.9(b), the DOE Pre-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE Restrictionbeen obtained or made.
(d) HLC shall not have placed the School under a probation order, ordered the School to Show Cause why its accreditation should not be revoked, or otherwise indicated in writing that HLC has or will revoke the School’s accreditation. For avoidance of doubt, HLC’s placement of the School on Notice shall not be a basis for the assertion that the condition set forth in this Section 7.1(d) has not been satisfied.
(e) If applicable, Seller shall have obtained from the landlord of the Leased Real Property written notice that Seller has authority to sublet to Buyer the Culinary Leased Real Property pursuant to the Culinary Sublease.
Appears in 1 contract
Samples: Arrangement Agreement (Rayonier Advanced Materials Inc.)
Conditions to Obligation of Each Party. The respective obligations of each party to this Agreement ADM and MCP to consummate the transactions contemplated by this Agreement are Transactions are, at their respective options, subject to the satisfaction or waiver (if permitted by applicable Law) of each or the following conditions on or prior to before the Closing of each of the following conditionsDate:
(a) No Governmental Authority shall MCP will have issued a Governmental Order that has become finaladopted the Amended Articles and amended its Bylaws, including any permanent injunction, restraining or enjoining the transactions contemplated by this Agreement. To the extent that there is a Governmental Order restraining or enjoining the transactions contemplated by this Agreement that is not final, the parties’ obligations to consummate the transactions contemplated by this Agreement will be held all as more particularly described in abeyance until such time as the applicable court makes a determination as to whether or not such Governmental Order will be granted (subject to satisfaction or waiver of the other conditions in this Section 7.1(a))2.1 hereof.
(b) Seller and Buyer shall The parties will have received the Required Pre-Closing Educational Consents listed on Schedule 6.8,entered into a Stockholder Agreement, as more particularly described in Section 2.2 hereof.
(c) The DOE shall members of MCP and the Board of Directors of ADM will have issued a DOE Pre-Acquisition Review Letter, and, except as otherwise waived by the Buyer pursuant to Section 6.9(b)approved this Agreement, the DOE Pre-Acquisition Review Letter shall not indicate that DOE intends to impose any DOE RestrictionStockholder Agreement and the Transactions, all as more particularly described in Section 2.3 hereof.
(d) HLC ADM shall not have placed the School under conducted a probation order, ordered the School "due diligence" review to Show Cause why its accreditation should not be revoked, or otherwise indicated in writing that HLC has or will revoke the School’s accreditation. For avoidance of doubt, HLC’s placement own satisfaction of the School on Notice shall not be a basis for the assertion that the condition set forth in this books and records of MCP, as contemplated by Section 7.1(d) has not been satisfied2.4 hereof.
(e) If applicableMCP shall have delivered to ADM, Seller financial statements, as more particularly described in Section 2.5 hereof.
(f) MCP shall have obtained from the landlord a commitment for restructuring or refinancing of its debt obligations acceptable to both parties, as more particularly described in Section 2.6 hereof.
(g) The consummation of the Leased Real Property written notice that Seller has authority to sublet to Buyer Transactions shall not, in the Culinary Leased Real Property pursuant reasonable judgment of any party, cause any material adverse tax consequences for any party hereto, and any rulings applied for by any party with respect to the Culinary Subleasetax consequences of the Transactions shall have been obtained in a form and content satisfactory to such party.
(h) No injunction, restraining order or order of any nature issued by any court of competent jurisdiction, government or governmental agency enjoining the Transactions or any part thereof shall have been issued and remain in effect.
(i) All consents, approvals and waivers which are necessary in connection with the Transactions or any part thereof shall have been obtained.
(j) No action shall have been threatened or instituted by any governmental agency or any other person challenging the legality of the Transactions or any part thereof, seeking to prevent or delay consummation of the Transactions or seeking to obtain divestiture or other relief in the event of consummation of the Transactions. It is understood in the event that such an action is threatened or instituted, the parties will first attempt for a period of ninety (90) days to obtain dismissal or other favorable resolution of such threatened or actual action prior to exercise of their right to terminate hereunder.
(k) All the representations and warranties of each party contained in this Agreement shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of the Closing Date, and each party shall have each performed all of its obligations and complied with all of its covenants contained in this Agreement to be performed or complied with prior to the Closing Date.
(l) Each party shall have received a certificate dated as of the Closing Date, executed by the President or Chief Executive Officer of the other party certifying in such detail as such party may reasonably request as to the accuracy of such representations and warranties, the fulfillment of such obligations, compliance with such covenants and satisfaction of the conditions to such party's obligations as of the Closing Date.
(m) All actions, proceedings and documents necessary to carry out the Transactions shall be reasonably satisfactory to each party.
Appears in 1 contract
Samples: Transaction Agreement (Minnesota Corn Processors LLC)
