Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by the Buyers in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Seller shall have procured all of the third party consents specified in Section 4(d) above, including but not limited to those relating to transmitter and studio leases;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, 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the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyers to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyers a certificate to the effect that each of the conditions specified above in Section 5(a)(i)-(iv) is satisfied in all respects;
(vi) the Assignment Application shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule;
(vii) the Buyers shall have completed the Buyers' review and verification of the Seller's Financial Statements, the Buyers' review of the FCC Licenses and the Station, the Buyers' engineering audit of the Seller's studio and transmitter facilities and equipment, all with results satisfactory to the Buyers in the Buyers' sole judgment;
(viii) the relevant parties shall have entered into the Post Closing Agreement;
(ix) the relevant parties shall have entered into the Lease Agreement;
(x) the Buyers shall have received from counsel to the Seller an opinion with respect to the mat...
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver of the following further conditions:
(i) The Fundamental Representations made by the Selling Parties shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, (ii) all of the remaining representations and warranties made by the Selling Parties shall be true and correct in all respects (disregarding any materiality or Material Adverse Effect qualifications contained in any such representations or warranties) on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date except for breaches of such representations and warranties that would not reasonably be expected to have a Material Adverse Effect and (iii) the Selling Parties shall have fulfilled, in all material respects, all covenants and agreements required to be fulfilled by them prior to the Effective Time pursuant to this Agreement or any Ancillary Agreement.
(b) The Buyers will have been provided documentation or other evidence reasonably satisfactory to it that the Selling Parties have obtained all of the Required Consents.
(c) The agreements set forth in Section 9.02(c) of the Disclosure Letter shall have been amended so as to remove any BioScrip facilities that are not Transferred Facilities from serving as participating locations (or similar definition) and to include Parent’s central fill location(s) as participating locations and the counterparties thereto shall have provided such consent as shall reasonably be necessary to provide to Buyers immediately following the Effective Time rights substantially similar to those provided to the Selling Parties immediately prior to the Effective Time.
(d) From the date hereof until the Closing Date, except as expressly permitted, required or disclosed herein, there will not have been the occurrence or discovery of any event, condition or change in the operations, financial condition, assets, in...
Conditions to Obligation of the Buyers. The obligations of the Buyers to consummate the transactions to be performed by them in connection with the Closing are subject to satisfaction of the following conditions:
i. the representations and warranties set forth in ss. 3(a) and ss. 4 above shall be true and correct in all material respects at and as of the Closing Date;
ii. the Seller shall have performed and complied with all of their 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;
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the Closing is subject to the satisfaction of the following further conditions:
(i) The Issuers shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing Date and (ii) the representations and warranties of the Issuers contained in this Agreement and in any certificate or other writing delivered by either of them pursuant hereto shall be true in all material respects at and as of the Closing Date (it being understood that where any such representation and warranty already includes a material adverse effect or materiality exception, no further materiality exception is to be permitted by this Section 6.02(a)(ii)).
(b) There shall not be threatened, instituted or pending any action or proceeding by any Person before any court or governmental authority or agency, domestic or foreign, (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its Affiliates of all or any material portion of the business or assets of Parent or any Subsidiary, or to compel Parent or any of its Affiliates to dispose of all or any material portion of such businesses or assets, (ii) seeking to impose or confirm limitations on the ability of any Buyer or any of its Affiliates effectively to exercise full rights of ownership of its Securities or (iii) seeking to require divestiture by any Buyer or any of its Affiliates of any of its Securities.
(c) There shall not be any action taken, or any statute, rule, regulation, injunction, order or decree proposed (where, in the reasonable judgment of the Buyers, there is a significant possibility that such proposal will be enacted), enacted, enforced, promulgated, issued or deemed applicable to the purchase of their Securities, by any court, government or governmental authority or agency, domestic or foreign, that, in the reasonable judgment of any Buyer has a significant possibility of, directly or indirectly, resulting in any of the consequences referred to in clauses 6.02(b)(i) through 6.02(b)(iii) above.
(d) Each of the Transaction Documents (other than the Indenture) shall have been executed and delivered by the parties thereto other than the Buyers, the conditions to closing of each of the parties to the Transaction Documents (other than the Buyers) as set forth in such Transaction Documents shall have been satisfied or waived and, assuming due execution and deliver...
Conditions to Obligation of the Buyers. The obligation of the 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(a) and Section 4 above will be true and correct in all material respects;
(ii) the Seller will have performed and complied with all of the covenants hereunder in all material respects through the Closing;
(iii) the Buyers will have received the resignations, effective immediately, of each officer of the Company and the designees specified by the Buyers will have been appointed as officers of the Company;
(iv) will have delivered evidence reasonably satisfactory to Buyers of the Company’s corporate organization and proceedings and its existence in each jurisdiction in which it is incorporated or qualified to do business, including the Escrowed Documents; and
(v) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyers. The Buyers may waive any condition specified in this Section 7(a) at or prior to the Closing, and its delivery to Seller of the things required in Section 2(e) will constitute Buyers’ declaration that all conditions precedent to its obligation to close have been satisfied.
Conditions to Obligation of the Buyers. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Buyers to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing (unless another date is specified) of each of the following conditions:
Conditions to Obligation of the Buyers. (27) 7.02 CONDITIONS TO OBLIGATION OF THE SELLERS..............(29) 8 REMEDIES FOR BREACHES OF THIS AGREEMENT.....................(30) 8.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND INDEMNITIES.........................................(30) 8.02 INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYERS..........................................(31) 8.03 INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS.........................................(31) 8.04 MATTERS INVOLVING THIRD PARTIES......................(32) 8.05 LIMITATION ON LIABILITY..............................(33) 8.06 OTHER INDEMNIFICATION PROVISIONS.....................(33)
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by it in connection with the Closing is subject
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived on behalf of the Buyers in writing to the Company):
(a) the Issuer shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing;
(b) the representations and warranties of the Issuer contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period);
(c) there shall be no order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality of any such transactions;
(d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Ancillary Documents;
(e) each of the documents to be delivered by the Issuer pursuant to Section 5.3 shall have been so delivered by the Issuer at the Closing.
Conditions to Obligation of the Buyers. The obligation of the Buyers to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 3 and 5 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; and
(iii) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyers.
