Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and (b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Texas Instruments Inc), Asset and Stock Purchase Agreement (Sensata Technologies Holland, B.V.)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and.
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 2 contracts
Samples: Purchase Agreement (Copano Energy, L.L.C.), Purchase Agreement (Penn Virginia Resource Partners L P)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing with respect to any Buyer is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Such Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, Date and (ii) the representations and warranties of such Buyer contained in this Agreement and in any certificate or other writing delivered by such Buyer pursuant hereto shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; anddate.
(b) Seller shall have received all documents it may reasonably request relating to the existence of such Buyer and the authority of such Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 2 contracts
Samples: Subscription Agreement (Decisionone Holdings Corp), Subscription Agreement (Lee Thomas H Equity Fund Iii L P)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(ia) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, ;
(iib) the representations and warranties of Buyer contained in this Agreement shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date and date; and
(iiic) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Affinity Gaming, LLC), Asset and Equity Purchase Agreement (Affinity Gaming, LLC)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate delivered by Buyer pursuant hereto shall be true and correct in all material respects when made and at and as of the Closing Date, as if made at and as of such date and (iii) Seller shall have received a certificate signed by an officer the Group Finance Director of Buyer to the foregoing effect; and.
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 1 contract
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, Date and (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; anddate.
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 1 contract
Conditions to Obligation of Seller. The obligation of each Seller to consummate the each Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(ia) Each Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the applicable Closing Date, ;
(iib) the The representations and warranties of each Buyer contained in this Agreement and in any certificate or other writing delivered by each Buyer pursuant hereto shall be true in all material respects when made and at and as of the applicable Closing Date, Date as if made at and as of such date and date; and
(iiic) Seller The Sellers shall have received a certificate signed by an authorized officer of each Buyer or its general partner or managing member to the foregoing effect; and
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Quadrangle Gp Investors LLC)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date (except for any representation or warranty made as of a specific date, which representation and warranty shall be true at and as of such specific date) and (iii) Seller shall have received a certificate signed by an appropriate officer of Buyer to the foregoing effect; and.
(b) Seller shall have received all documents it they may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Charles River Laboratories International Inc)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects when made and at and as of the Closing Date, Date as if made at and as of such date (except for representations and warranties that are made as of a specific date, which shall be true at and as of such specific date), and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and.
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
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Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) not defined. the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date (except for any representation or warranty made as of a specific date, which representation and warranty shall be true at and as of such specific date) and (iii) Seller shall have received a certificate signed by an appropriate officer of Buyer to the foregoing effect; and.
(b) Seller shall have received all documents it they may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kendle International Inc)
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing sell is subject to the satisfaction (or, to the extent permitted by Applicable Law, or waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at on or prior to the Closing Date, Date of the following conditions:
(iia) the The representations and warranties of Buyer contained Purchaser made in this Agreement shall be true in all material respects when made and at and correct as of the Closing DateDate as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as if made at to materiality shall be true and correct on and as of such date and (iii) earlier date). Seller shall have received a certificate signed by an authorized officer of Buyer Purchaser to the foregoing such effect; and.
(b) Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser by the time of the Closing, and Seller shall have received all documents it may reasonably request relating a certificate signed by an authorized officer of Purchaser to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Sellersuch effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Imperial Tobacco Group PLC)