Common use of Conditions to Obligation of the Seller and the Shareholders Clause in Contracts

Conditions to Obligation of the Seller and the Shareholders. The obligation of the Seller and the Shareholders to consummate the sale of the Acquired Assets is subject to satisfaction of the following conditions: (a) the Buyer's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing; (b) the Buyer shall have performed and complied with all of its covenants hereunder through the Closing Date; (c) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects; (d) the Other Buyer Agreements shall have been executed and delivered by the Buyer; (e) the Seller and the Shareholders shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit 6.2(e), addressed to the Seller and the Shareholders and dated as of the Closing; and (f) the Buyer shall have paid and deposited the purchase price for the Acquired Assets pursuant to Section 2.3. The Shareholders' Agent may waive any condition specified in this Section 6.2 at or prior to the Closing.

Appears in 4 contracts

Samples: Purchase Agreement (Rentx Industries Inc), Purchase Agreement (Rentx Industries Inc), Purchase Agreement (Rentx Industries Inc)

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Conditions to Obligation of the Seller and the Shareholders. The obligation of the Seller and the Shareholders to consummate the sale of the Acquired Assets is subject to satisfaction of the following conditions: (a) the Buyer's representations and warranties shall will be correct and complete at and as of the Closing Date and the Closing; (b) the Buyer shall will have performed and complied with all of its covenants hereunder through the Closing DateClosing; (c) the Buyer shall will have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects; (d) the Other Buyer Agreements shall will have been executed and delivered by the Buyer; (e) the Seller and the Shareholders shall will have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit 6.2(e), addressed to the Seller and the Shareholders and dated as of the Closing; and (f) the Buyer shall will have paid and deposited the purchase price for the Acquired Assets pursuant to Section 2.3. The Shareholders' Agent Seller may waive any condition specified in this Section 6.2 at or prior to the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentx Industries Inc)

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Conditions to Obligation of the Seller and the Shareholders. The obligation of the Seller and the Shareholders to consummate the sale of the Acquired Assets is subject to satisfaction of the following conditions: (a) the Buyer's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing; (b) the Buyer shall have performed and complied with all of its covenants hereunder through the Closing Date; (c) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects; (d) the Other Buyer Agreements shall have been executed and delivered by the Buyer; (e) the Seller and the Shareholders shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit 6.2(e), addressed to the Seller and the Shareholders and dated as of the Closing; and (f) the Buyer shall have paid and deposited the purchase price for the Acquired Assets pursuant to Section 2.3. The Shareholders' Agent may waive any condition specified in this Section 6.2 at or prior to the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentx Industries Inc)

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