Conditions to Obligation of the Seller and the Company. The obligation of the Seller and the Company to consummate the transactions contemplated hereby shall be subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Article V shall be true and correct in all material respects at and as of the Closing Date;
(b) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects;
(c) there shall not be any action, suit or proceeding pending or threatened before any court or quasi- judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect);
Conditions to Obligation of the Seller and the Company. The obligation of the Seller and the Company to consummate the transactions contemplated hereby shall be subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Article V shall be true and correct in all material respects at and as of the Closing Date;
(b) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects;
(c) there shall not be any action, suit or proceeding pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect);
(d) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified in Section 9.2 (a), (b) and (c) hereof have been satisfied in all respects;
(e) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated without the objection of any of the relevant federal authorities; and
(f) the Buyer shall have delivered to the Seller the Purchase Price. The Seller or the Company may waive any condition specified in this Section 9.2 if either executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Seller and the Company. The obligation of the Seller, and the Company to consummate the Transaction is subject to the satisfaction (or waiver by the Seller in its sole discretion) of the following further conditions:
(i) Each of the representations and warranties of the Buyer set forth in this Agreement (other than the Buyer Fundamental Representations) shall be true and correct at and as the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any “materiality,” “in all material respects” or similar qualifiers in such representations and warranties), except (A) to the extent that such representations and warranties are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date or (B) where the failure of such representations and warranties to be true and correct as of the Closing Date has not had a Buyer Material Adverse Effect; and (ii) each of the Buyer Fundamental Representations shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date. 58 ACTIVE 218042945
(b) The Buyer 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 it at or prior to the Closing Date.
(c) The Buyer shall have delivered, or caused to be delivered, to Seller and the Company all documents or instruments as provided in Section 2.3(c).
Conditions to Obligation of the Seller and the Company. The obligations of the Seller and the Company hereunder are subject to the fulfillment at or prior to each Closing of the following additional conditions:
(a) the representations and warranties of the Buyer contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though such representations and warranties were made at and as of the Closing Date;
(b) the Buyers shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing; and
(c) the Company and/or the Seller shall have delivered to the Buyer stock powers or other instruments of transfer, duly conveying the respective Purchased Stocks to the Buyer along with any other documentation that will be required by the Company’s transfer agent including but not limited to any required opinion of counsel.
