Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (A) the representations and warranties of the Buyer contained in Section 3(b) shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunder; (ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller; (v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000); (vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds; (vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto; (viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and (ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Markwest Energy Partners L P), Purchase and Sale Agreement (Markwest Hydrocarbon Inc), Purchase and Sale Agreement (Markwest Energy Partners L P)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be pending 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 in effect preventing is reasonably likely to be successful that would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;
(v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and any applicable foreign antitrust notifications shall have expired or otherwise been terminated and the Seller, the Division Subsidiaries, and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above;
(vi) the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit G attached hereto, addressed to the Interim Seller, and dated as of the Closing Statement in cash by wire transfer of immediately available federal fundsDate;
(vii) each all actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties theretotransactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Seller License and Transition Agreement shall have occurred simultaneously with the Closingbeen executed and delivered; and
(ix) the Buyer shall have delivered, or caused entered into employment agreements with at least 15 of the Key Employees; provided that the Buyer has satisfied its obligations pursuant to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partySection 5(k). The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Postclosing Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to proceed with Closing and consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section (S) 3(b) and (S) 4B above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement, (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation, (iiiC) affect adversely the right of the Seller to own the Buyer Shares, or (D) affect adversely in any required waiting period under material respect the HSR Act right of the Buyer and its Subsidiaries to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated effect that each of the conditions specified above in (S) 7(b)(i)-(iii) is satisfied in all respects; provided, however, that with respect to (S) 7(a)(iii), Buyer shall certify only as to its Actual Knowledge;
(v) the Seller shall have obtained the full and final releases (a) of any guaranty of the Seller of the debt of the Company or any of its Subsidiaries and (b) of any collateral pledged by the Seller securing such debt or guarantees; provided, however, that the foregoing releases will not require the payment by the Buyer of any additional consideration in excess of the Purchase Price set forth in by the Interim Closing Statement in cash by wire transfer of immediately available federal fundsBuyer;
(vi) Buyer shall have entered into and caused the Company to enter into the Employment Agreement with the Seller;
(vii) each the Seller shall have received from counsel to the Buyer an opinion addressed to the Seller and dated as of the Commercial Agreements shall have been executed Closing Date containing such assumptions and delivered by each of qualifications as may be reasonably acceptable to the parties theretoSeller's legal counsel;
(viii) with respect to each Other Purchase Agreement, the Closing (election of the Seller as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with a member of the Closing; andBoard of Directors of the Buyer;
(ix) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller;
(x) the Buyer shall have deliveredentered into the Shareholders' Agreement, or caused the Securityholders Agreement, and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Seller;
(xi) the terms and provisions of the Securities Purchase Agreement, including all other agreements and documents executed by Buyer and/or Seller in connection therewith, shall be deliveredsatisfactory to Seller in all respects in his sole discretion;
(xii) each of the appropriate parties shall have executed and delivered the Asset Purchase Agreement, to the Seller each Transaction Assumption of Obligations - Reporters, the Assumption of Obligations - Legal Enterprise, the Settlement Agreement to which any Buyer Party is a party- Looney, the Long Employment Agreement, the Settlement Agreement - Reporters, and the Rice Employment Agreement; and
(xiii) the Xxxxx, Bury Acquisition shall have been simultaneously consummated. The Seller may waive any condition specified in this Section (S) 7(b) if it he executes a writing so stating at or before prior to the Closing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of Closing Date;
ii. the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer Buyers shall have performed in all material respects and complied with all of its their covenants and agreements hereunderhereunder in all respects through the Closing;
(ii) there must not iii. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vii) each of vi. the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;
(viii) with respect to each Other Purchase Postclosing Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused vii. all actions to be deliveredtaken by the Buyers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to proceed with Closing and consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:conditions (any or all of which may be waived in writing by Seller):
(i) (A) the representations and warranties of the Buyer contained set forth in Section (S) 3(b) and (S) 4B above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement, (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation, (iiiC) affect adversely the right of the Seller to own the Buyer Shares, or (D) affect adversely in any required waiting period under material respect the HSR Act right of the Buyer and Looney to own their respective assets and to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation the Buyer shall have delivered to the Seller a certificate to the effect that each of the type described conditions specified above in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, (S) 7(b)(i)-(iii) is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken together, the effect Seller shall have obtained the full and final releases (a) of all inaccuracies of representations and warranties any guaranty of the Seller as described of the debt of the Company or any of its Subsidiaries and (b) of any collateral pledged by the Seller securing such debt or guarantees; provided, however, that the foregoing releases will not require the payment of any additional consideration in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)excess of the Purchase Price by the Buyer;
(vi) the Buyer shall have delivered obtained on terms and conditions reasonably satisfactory to it and Seller all of the Seller financing it needs in order to consummate the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundstransactions contemplated hereby;
(vii) each of the Commercial Agreements shall have been executed Company and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to entered into the Seller each Transaction Employment Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before with the Closing.Seller;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingDisclosure Schedule; and
(ixvi) all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. In the event that any of the foregoing conditions to Closing shall not have deliveredbeen satisfied, the Seller may elect to (i) terminate this Agreement without liability to the Buyers, or caused to be delivered, to (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Seller each Transaction elects to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any provision of this Agreement by the Buyers (including, without limitation, any breach arising as a result of the failure of the Buyers to which execute and/or deliver any Buyer Party is a party. The Seller may waive any condition specified item described in this Section 7(b) if it executes a writing so stating at or before 5(a), the ClosingSeller may seek appropriate remedies for any and all damages, costs and expenses incurred by the Seller by reason of such breach including, without limitation, indemnification pursuant to Section 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section ss. 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects at and as of the Closing Date;
ii. the Buyers shall have performed and complied with all of its their covenants hereunder and agreements hereunderall of their covenants contained in the Mineral Lease Agreement and the Mill Contract in all material respects through the Closing;
(ii) iii. there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under iv. the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Buyers shall have delivered to the Seller a certificate to the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) effect that each of the Commercial Agreements conditions specified above in ss. 7(b)(i)-(iii) is satisfied in all respectS in the form of officer's certificate and secretary's certificate attached as Exhibit K;
v. the Parties and the GMMV, shall have been executed received all authorizations, consents, permits and delivered by each approvals of the parties theretogovernments and governmental agencies referred to in ss. 3(a)(ii) and ss. 3(b)(ii) above;
(viii) with respect to each Other Purchase Agreementvi. On or before Closing, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement Buyers shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, replaced or caused to be deliveredreplaced all bonds, guaranties, indemnification agreements and suretyship agreements listed on Annex I and any other obligations under which Seller or any of its Affiliates may have any obligation with respect to the GMMV or operations conducted on or with respect to the properties subject to the GMMV Agreement (the "Performance Bonds") and obtained the release of Seller each Transaction Agreement and its Affiliates from all obligations thereunder;
vii. Buyers or Buyers' permitted assignee, as of the business day preceding Closing, shall have the $15,000,000 in cash to which any Buyer Party is pay Seller as required in ss.2(c) above, made arrangements to assume and become responsible for all of the Assumed Liabilities as required in ss.2(b) above, and shall have a partyMarket Capitalization of at least $200,000,000, and a positive consolidated tangible net worth determined under GAAP; and
viii. all actions to be taken by the Buyers in connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section ss. 7(b) if it executes a writing so stating at or before prior to the Closing.. EXHIBIT 10.49
Appears in 2 contracts
Samples: Acquisition Agreement (Crested Corp), Acquisition Agreement (Us Energy Corp)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained in Section 3(b) shall must be true and correct in all respects (without giving effect to any supplement to the Schedules, any qualification as to materiality materiality, Material Adverse Effect or concepts of similar import, or any supplements qualification or amendments limitation as to the Schedules made pursuant to Section 5(i)monetary amount or value) as of the date of this Agreement and at Closing (except for those that which refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies breaches of such representations and warranties would (or reasonably could reasonably be expected to) not adversely affect result in Adverse Consequences of less than $5 million in the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderaggregate;
(ii) the Buyer must have performed and complied in all respects with each of its covenants hereunder through the Closing (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect or concepts of similar import, or any qualification or limitation as to monetary amount or value), except where all breaches of such covenants would (or reasonably could be expected to) result in Adverse Consequences of less than $5 million in the aggregate;
(iii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damagethe Seller must have obtained all material Governmental Authority and third party consents, destruction or condemnation of the type described including material consents specified in the first sentence of Section 5(eSections 3(a)(ii), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x3(a)(iii), agreed to by and 4(b) and including the Sellercorresponding Schedules;
(v) taken together, the effect Board of all inaccuracies of representations and warranties Directors of the Seller as described shall have received a fairness opinion acceptable to such Board (in Section 7(a)(i)(Aits sole discretion) is less than three million dollars from Deutsche Bank or any other financial advisor acceptable to such Board ($3,000,000)in its sole discretion) with respect to the transactions contemplated herein;
(vi) the transactions contemplated herein shall have been approved by at least a majority of the members of the Board of Directors of EP;
(vii) the FTC must have approved the transactions contemplated hereunder;
(viii) the Buyer shall must have delivered to the Seller a certificate to the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) effect that each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viiiconditions specified in Section 7(b)(i)-(vii) with respect to each Other Purchase Agreement, the Closing (as defined is satisfied in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closingall respects; and
(ix) all matters arising after the date hereof that are disclosed pursuant to supplements or amendments to Seller's Disclosure Schedules (other than supplements disclosing contracts permitted under Section 5(c)(v)) must not cause (or reasonably be expected to cause) Buyer shall have delivered, or caused and its Affiliates to be delivered, suffer Adverse Consequences of more than $10 million if Closing were to the Seller each Transaction Agreement to which any Buyer Party is a partyoccur. The Seller may waive any condition specified in this Section 7(b) if it executes they execute a writing so stating at or before the Closing.
Appears in 2 contracts
Samples: Acquisition or Disposition of Assets, Contribution, Purchase and Sale Agreement (El Paso Energy Partners Lp)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of Closing Date;
ii. the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer Buyers shall have performed in all material respects and complied with all of its their covenants and agreements hereunderhereunder in all respects through the Closing;
(ii) there must not iii. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. each of the Assignment Applications 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 been terminated, 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vii) each of vi. the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;Postclosing Agreement; and
(viii) vii. the Seller shall have received from counsel to the Buyers an opinion with respect to each Other Purchase Agreementthe matters set forth in Exhibit F attached hereto, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, addressed to the Seller each Transaction Agreement and dated as of the Closing Date;
viii. all actions to which any Buyer Party is a party. The Seller may waive any condition specified be taken by the Buyers in this Section 7(b) if it executes a writing so stating at or before connection with the Closingconsummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) there must not the Buyers shall have performed and complied with all of the Buyers' covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(iiiiv) the Buyers shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any required waiting period extension thereof) under the HSR Xxxx-Xxxxx- Xxxxxx Act shall have expired or early termination otherwise been terminated and the Seller and the Buyers shall have been granted with respect received all governmental approvals required to such period;
(iv) if there has been damagetransfer all other authorizations, destruction or condemnation consents, and approvals of the type described governments and governmental agencies set forth in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsLease Agreement;
(vii) each of the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;Post Closing Agreement; and
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused all actions to be deliveredtaken by the Buyers 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 reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vi) the relevant parties shall have entered into the Postclosing Agreement;
(vii) each all actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed and delivered by each transactions contemplated hereby (including, without limitation, full payment of the parties thereto;
(viiiPurchase Price) with respect and all certificates, opinions, instruments, and other documents required to each Other Purchase Agreement, effect the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC, the transaction shall have received clearance under the HSR Act, 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 Interim Closing Statement Disclosure Schedule;
(vi) all actions to be taken by the Buyers in cash by wire transfer connection with the consummation of immediately available federal funds;the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller; and
(vii) each of the Commercial Agreements Buyers shall have been executed and delivered to Seller the Purchase Price in readily available funds by each of bank wire, to an account designated by Seller, on the parties thereto;Closing Date; and
(viii) the Sellers shall have received from counsel to the Buyers or its general counsel an opinion with respect to each Other Purchase Agreementthe matters set forth in Exhibit D attached hereto, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, addressed to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before and dated as of the Closing.MA Commencement Date;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Transitional Services Agreement; and
(vii) each all actions to be taken by the Buyers in connection with the consummation of the Commercial Agreements transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. In the event that any of the foregoing conditions to Closing shall not have been executed and delivered satisfied in all material respects, the Seller may elect to (i) terminate this Agreement without liability to the Buyers, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Seller elects to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a material breach of any provision of this Agreement by each the Buyers (including, without limitation, any breach arising as a result of the parties thereto;
(viii) with respect failure of the Buyers to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which execute and/or deliver any Buyer Party is a party. The Seller may waive any condition specified item described in this Section 7(b) if it executes a writing so stating at or before 5(a)), the ClosingSeller may seek appropriate remedies for any and all damages, costs and expenses incurred by the Seller by reason of such breach including, without limitation, indemnification pursuant to Section 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any of which may be waived in writing by Seller):
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of Closing Date;
ii. the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer Buyers shall have performed in all material respects and complied with all of its their covenants and agreements hereunderhereunder in all respects through the Closing;
(ii) there must not iii. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vii) each of vi. the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;
(viii) with respect to each Other Purchase Postclosing Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused vii. all actions to be deliveredtaken by the Buyers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in Sections 5(b)(i) and 5(b)(ii) are satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have entered into the Post-Closing Agreement; and
(vii) the Buyers shall have delivered to the Seller all items required to be delivered thereby under Section 1(e), above. In the estimated Purchase Price event that any of the conditions set forth in subsections 5(b)(i) or (ii) or (iii), above, are not satisfied and such failure does not have or is not reasonably likely to have a Material Adverse Effect, Seller acknowledges and agrees that, notwithstanding the Interim Closing Statement in cash by wire transfer introductory sentence of immediately available federal funds;
this Section 5(b), Seller shall be required to consummate the transactions contemplated herein despite such failure; provided, however, that Seller may still seek indemnification pursuant to Section 7, below, as hereinafter described. In the event that (viii) each any of the Commercial Agreements shall conditions set forth in subsections 5(b)(i) or (ii) or (iii) above, are not satisfied and such failure has or is reasonably likely to have been executed and delivered by each a Material Adverse Effect, or (ii) any of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified other conditions set forth in this Section 7(b5(b) are not satisfied, the Seller may elect to (i) terminate this Agreement without liability to the Seller, or (ii) consummate the transactions contemplated herein despite such failure. If any of the conditions to Closing set forth in this Section 5(b) are not satisfied and the Seller elects or is required to consummate the transactions described herein, and if it executes such failure (regardless of whether such failure is Material or has or is reasonably likely to have a writing so stating at Material Adverse Effect) shall be as a result of a breach of any provision of this Agreement by the Buyers (including, without limitation, any breach arising as a result of the failure of the Buyers to execute and/or deliver any item described in this Section 5(b)), the Seller may seek appropriate remedies for any and all damages, costs and expenses incurred by the Seller by reason of such breach including, without limitation, indemnification pursuant to Section 7, below. In the event that any of the conditions set forth in Sections 5(a)(iii) or before (v) are not satisfied and the Closingtransactions described herein are consummated, the failure of such condition shall not give rise to an indemnification claim by Seller pursuant to Section 7, below, unless and to the extent that the event or condition giving rise to such failure also constitutes a breach of a representation, warranty or covenant of the Buyers set forth in Sections 3 or 4 hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Noncompetition Agreement; and
(vii) each all actions to be taken by the Buyers in connection with the consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Seller of the following conditions:
(ia) (A) the The representations and warranties of the Buyer contained set forth in Section 3(b) shall this Agreement will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects as of the date of this Agreement and at as of the Closing Date (except for those that refer to a specific the extent such representations and warranties speak as of another date, in which must case such representations and warranties will be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such other date), except where all inaccuracies the failure of such representations and warranties would (or could reasonably to be expected to) so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement, and (B) . The Seller will have received a certificate signed on behalf of the Buyer shall by a duly authorized officer of the Buyer to such effect.
(b) The Buyer will have performed in all material respects with all of its the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and agreements hereunder;the other transactions contemplated by this Agreement. The Seller will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect.
(iic) there must not be All applicable waiting periods (and any injunctionextensions thereof) will have expired or otherwise been terminated and the parties hereto will have received all other authorizations, judgmentconsents and approvals of all Governmental Entities in connection with the execution, orderdelivery and performance of this Agreement and the transactions contemplated hereby.
(d) No temporary, decree, ruling, preliminary or charge in effect permanent restraining Order preventing the consummation of the Acquisition will be in effect.
(e) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any Governmental Entities, lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers.
(f) The Buyer shall have entered into a consulting agreement with Joerg Xxxxxxxxx Xxxxxxxxxx on terms mutually agreed upon.
(g) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority hereby and all certificates, opinions, instruments, and other documents required to enjoin effect the consummation of any of the transactions, transactions contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect hereby will be satisfactory in form and substance to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (1847 Holdings LLC), Stock Purchase Agreement (1847 Holdings LLC)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) there must not the Buyers shall have performed and complied with all of the Buyers' covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without further qualification as to knowledge or condemnation materiality or otherwise except to the extent so qualified in the representations and warranties of the type described Buyers in Section 3) to the first sentence effect that each of the conditions specified above in Section 5(e), the Buyer’s election to close must have been exercised and, 5(b)(i)-(iii) is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Assignment Applications shall have been approved by a Final Order of the FCC, and the Seller as described 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsLease Agreements;
(vii) each of the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;Option Agreement; and
(viii) all actions to be taken by the Buyers in connection with respect consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to each Other effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.
(ix) in the event that the transactions contemplated by the Stock Purchase Agreement have closed prior to Closing, Buyer shall have (A) tendered to Seller in Cash, payable by wire transfer or delivery of other immediately available funds, the aggregate of (1) the purchase price paid under the Stock Purchase Agreement (i.e., One Million Four Hundred Thousand Dollars ($1,400,000.00)), (2) the expenses reasonably incurred (including attorney fees) by Seller in connection with negotiation, preparation and closing of the Stock Purchase Agreement and associated "due diligence" inquiry not to exceed Twelve Thousand Five Hundred Dollars ($12,500.00), and (3) the expenses reasonably incurred in relocating the XXXX studio facilities to the premises, not to exceed Seven Thousand Five Hundred Dollars ($7,500.00), which are the subject of the form Lease Agreement attached hereto as Exhibit F-2, and (B) explicitly assumed, by execution of the form Instrument of Assumption attached hereto as Exhibit C, all remaining obligations to Xxxxxx and Xxxxxxxx Xxxxxx under the Stock Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ixx) in the event that the transactions contemplated by the Stock Purchase Agreement have not closed prior to Closing, Buyer shall have delivered(A) accepted the Assignment of Purchase Rights in the form attached hereto as Exhibit I; (B) tendered in Cash, payable by wire transfer or caused to be delivereddelivery of other immediately available funds, the aggregate or (1) the amount being held in escrow (i.e., One Hundred Thousand Dollars ($100,000.00) plus accrued interest) pursuant to the Escrow Agreement included as Schedule C of the Stock Purchase Agreement, (2) the expenses reasonably incurred (including attorney fees) by Seller each Transaction in connection with the negotiation and preparation of the Stock Purchase Agreement and associated due diligence inquiry, not to exceed Twelve Thousand Five Hundred Dollars ($12,500.00), and (3) the expenses reasonably incurred in relocating the XXXX studio facilities to the premises, not to exceed Seven Thousand Five Hundred Dollars ($7,500.00), which any Buyer Party is a partyare the subject of the form Lease Agreement attached hereto as Exhibit F-2, and (C) explicitly assumed, by execution of the form Instrument of Assumption attached hereto as Exhibit C, all obligations to Xxxxxx and Xxxxxxxx Xxxxxx under the Stock Purchase Agreement. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of Closing Date;
ii. the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer Buyers shall have performed in all material respects and complied with all of its their covenants and agreements hereunderhereunder in all respects through the Closing;
(ii) there must not iii. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vii) each of vi. the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties theretoPostclosing Agreement;
(viii) with respect to each Other Purchase Agreement, vii. the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement Parties shall have occurred simultaneously agreed to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the Closinga mutually agreeable allocation schedule to be delivered at closing; and
(ix) the Buyer shall have delivered, or caused viii. all actions to be deliveredtaken by the Buyers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained in Section 3(b) shall this Agreement, including Article 3, must be true and correct in all respects (without giving effect to any supplement to the Schedules or any qualification as to materiality materiality, monetary amount, value or any supplements or amendments to the Schedules made pursuant to Section 5(i)concepts of similar import) as of the date of this Agreement and at Closing (except for those that which refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of to the extent such representations and warranties inaccuracies, violations, or breaches would (not, or could not reasonably be expected to) not adversely , delay or materially affect the Buyer’s ability of the Buyer to consummate the transactions contemplated by this Agreement, and ;
(Bii) the Buyer shall must have performed and complied in all material respects with all each of its covenants and agreements hereunderhereunder through the Closing;
(iiiii) the Buyer must have timely delivered all items required to be delivered at Closing pursuant to Section 2(e);
(iv) there must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, transactions contemplated by this Agreement;
(iiiv) any required waiting period under the HSR Act shall Buyer must have expired or early termination shall have been granted with respect to such period;
obtained all consents and waivers set forth on Schedule 7(b)(v) (iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e)collectively, the Buyer’s election “Buyer Required Consents”) in form reasonably acceptable to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Poseidon Waiver Letter shall have delivered to the Seller the estimated Purchase Price set forth remain in the Interim Closing Statement full force and effect in cash by wire transfer of immediately available federal funds;accordance with its terms and shall not be terminated; and
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement no Buyer Material Adverse Effect shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to and be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partycontinuing. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) (A) the The representations and warranties of the Buyer contained Buyers set forth in Section 3(b) shall 5 of this Agreement will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)b) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Each Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall will have performed in all material respects and complied with all of its covenants and agreements hereundercontained in this Agreement in all material respects through the Closing;
(iic) there must There will not be any injunction, judgment, order, decree, ruling, Order or charge decree of any Governmental Authority in effect preventing the consummation of any of the transactions contemplated by this Agreement;
(d) Each Buyer will have delivered to the Seller a certificate to the effect that each of the conditions specified in Section 8.2(a) through (c) above is satisfied in all respects to the extent applicable to that Buyer;
(e) All applicable waiting periods (and any extensions) under the HSR Act will have expired or otherwise been terminated;
(f) Exelon shall have executed and delivered to the Seller and the Company the Exelon Consent, and the Seller will have made or obtained, as applicable, all of the other Seller’s Required Consents, in form and substance reasonably satisfactory to the Seller;
(g) The Seller will have procured all of the Seller’s Required Regulatory Approvals, in form and substance reasonably satisfactory to the Seller;
(h) There will not have occurred any change or effect since the date of this Agreement that is reasonably likely to be materially adverse to the business, operation, properties, financial condition, assets or Liabilities (including contingent Liabilities) of the Buyers;
(i) The Seller will have been unconditionally released from its obligation to provide the guaranties or other obligations pursuant to Section 6.7 of this Agreement;
(j) Each Buyer will have delivered a certificate of incumbency, dated as of the Closing Date, as to the officers and other personnel of such Buyer executing this Agreement and any suit certificate, instrument or action pending document to be delivered by such Buyer at the Closing;
(k) Each Buyer will have delivered a Governmental Authority to enjoin certified copy of corporate resolutions authorizing the execution and delivery of this Agreement and the consummation of any of the transactions, transactions contemplated by this Agreement;
(iiil) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Each Buyer shall will have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash documents and agreements contemplated by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and this Agreement to be delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with that Buyer at the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) Article 3 shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iic) there must not be any no injunction, judgment, order, decree, ruling, ruling or charge shall be in effect preventing which purports to prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vid) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified in the Interim Closing Statement Section 7.2(a) through 7.2(c) is satisfied in cash by wire transfer of immediately available federal fundsall respects;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ixe) the Buyer shall have deliveredentered into Buyer’s Closing Documents; and
(f) the Buyer shall have delivered resolutions of the Buyer’s Board of Directors duly authorizing the execution, or caused delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, certified as of the Closing Date by the Buyer’s Secretary as having been duly adopted and being in full force and effect and unmodified on the Closing Date;
(g) the Buyer shall have delivered a certificate of incumbency certified by the Buyer’s Secretary verifying the office and authority of the Buyer’s officer(s) and any other authorized signatory at Closing;
(h) all actions to be deliveredtaken by the Buyer 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 reasonably satisfactory in form and substance to the Seller;
(i) the Buyer shall have delivered to the Seller each Transaction Agreement a copy of the proposed Letter of Credit (referred to which in Section 2.3(b)) in the amount of $600,000 and in a form reasonably satisfactory to the Seller; such Letter of Credit shall provide that solely upon certification from the Seller to the issuing bank that the Buyer is in default, under the Promissory Note, referred to in Section 2.3(b), the bank shall be unconditionally obligated to disburse directly to the Seller the amount (not in excess of $600,000) certified by the Seller to be in default; such certification and disbursement shall not, however, deprive the Buyer, subsequent to such disbursement, of any defenses or claims the Buyer Party is a partymay have against the Seller relating to such Note. The Seller may waive any condition specified in this Section 7(b) 7.2 if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Commonwealth Biotechnologies Inc), Asset Purchase Agreement (Commonwealth Biotechnologies Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
ii. the Buyers shall have performed and complied with all of its their covenants and agreements hereunderhereunder in all material respects through the Closing;
(ii) there must not iii. No suit, action, claim or governmental proceeding shall be any injunctionpending or threatened against, judgment, and no order, decree, ruling, decree or charge in effect preventing consummation judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto that Seller in good faith believes would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin in accordance with its terms.
iv. the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vii) each of vi. the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;Indemnification Escrow Agreement; and
(viii) vii. the Seller shall have received from counsel to the Buyers an opinion with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused matters to be deliveredmutually agreed between Seller and Buyers, addressed to the Seller each Transaction Agreement and dated as of the Closing Date;
viii. all actions to which any Buyer Party is a party. The Seller may waive any condition specified be taken by the Buyers in this Section 7(b) if it executes a writing so stating at or before connection with the Closingconsummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A1) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B2) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(ii3) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement, (B) cause any of the transactions, transactions contemplated by this AgreementAgreement to be rescinded following consummation, or (C) affect materially and adversely the amount or character of the Retained Liabilities or Seller’s business other than the OFC Business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iii4) any there shall have occurred no material adverse change in the assets, results of operations or financial condition of the Buyer, and no event that would be an “Event of Default” under the terms of the Seller Financing Documents;
(5) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(1)-(4) is satisfied in all respects;
(6) the Buyer shall have executed and delivered to the Seller all instruments and documents required to be delivered under Section 2(g)(4) above;
(7) the Seller (with cooperation from the Buyer as set forth in Section 6) shall have procured all of the consents specified in Schedule 7;
(8) all actions to be taken by the Buyer 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 in accordance with the terms of this Agreement or otherwise reasonably satisfactory in form and substance to the Seller; and
(9) All governmental authority approvals for the HSR Act filings described in Section 6(b) shall have been obtained, or the applicable waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partyterminated. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)
Conditions to Obligation of the Seller. The obligation of the Seller Sellers to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all Material respects at and as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderDate;
(ii) there must not the Buyers shall have performed and complied with all of the Buyers' covenants hereunder in all Material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Sellers a certificate (without qualification as to knowledge or condemnation Materiality or otherwise) to the effect that each of the type described conditions specified above in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, 5(b)(i)-(iii) is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Assignment Applications shall have been approved by a Final Order of the FCC, and the Seller as described 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsPostclosing Agreement;
(vii) each the Buyers shall have accepted the assignment and assumed all of the Commercial Agreements shall have been executed Seller's right, title, interest and delivered by each obligation in, to and under the Purchase Option, including, but not limited to, the obligation to pay the purchase price in connection with the exercise of the parties thereto;option to purchase substantially all of the assets used or useful in the operation of radio station KHXS-FM (Abilene, Texas) provided, that in the event the purchase and sale of assets contemplated in the Purchase Option is concluded by the Sellers prior to the Closing Date, the Buyers shall reimburse the Sellers the purchase price paid thereunder by the Sellers less Sixty Two Thousand and No/100 Dollars ($62,000.00); and
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused all actions to be deliveredtaken by the Buyers 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 reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller Sellers may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, 5(b)(i)-(iii) is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Postclosing Agreement; and
(vii) each of the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties theretoTower Lease Agreement;
(viii) with respect all actions to each Other Purchase Agreement, be taken by the Closing (as defined Buyers in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously connection with the Closing; and
(ix) consummation of the Buyer shall have deliveredtransactions contemplated hereby and all certificates, or caused opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) there must not the Buyers shall have performed and complied with all of the Buyers' covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(iiiiv) the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any required waiting period extension thereof) under the HSR Xxxx-Xxxxx-Xxxxxx Act shall have expired or early termination otherwise been terminated and the Seller and the Buyers shall have been granted with respect received all governmental approvals required to such period;
(iv) if there has been damagetransfer all other authorizations, destruction or condemnation consents, and approvals of the type described governments and governmental agencies set forth in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Disclosure Schedule;
(vi) the Buyer relevant Parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Postclosing Agreement; and
(vii) each all actions to be taken by the Buyers in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions actions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) SECTION 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in SECTION 5(B)(I)-(III) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC and the Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of government and governmental agencies set forth in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Postclosing Agreement; and
(vii) each all actions to be taken by the Buyers in connection with the consummation of the Commercial Agreements transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. In the event that any of the foregoing conditions to Closing shall not have been executed and delivered satisfied, the Seller may elect to (i) terminate this Agreement without liability to the Buyers, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Seller elects to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any provision of this Agreement by each the Buyers (including, without limitation, any breach arising as a result of the parties thereto;
(viii) with respect failure of the Buyers to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which execute and/or deliver any Buyer Party is a party. The Seller may waive any condition specified item described in this Section 7(b) if it executes a writing so stating at or before the Closing.SECTION
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of Closing Date;
ii. the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer Buyers shall have performed in all material respects and complied with all of its their covenants and agreements hereunderhereunder in all respects through the Closing;
(ii) there must not iii. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vii) each vi. all actions to be taken by the Buyers in connection with the consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it them in connection with the Closing is are subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) shall 4 will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall will have performed and complied with all its covenants contained in this Agreement in all material respects with all of its covenants and agreements hereunderthrough the Closing;
(iic) there must not no action, suit or proceeding will be pending or threatened before any Governmental Authority in which an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would: (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement; (ii) cause any of the transactions, transactions contemplated by this Agreement to be rescinded following consummation; or (iii) affect adversely the right of the Buyer to own the Acquired Assets or to operate the former businesses of the Seller;
(d) the Buyer will have executed and delivered to the Buyer a certificate to the effect that each of the conditions specified in this Section 6.2(a) to (c) is satisfied in all respects;
(e) members of the Seller holding at least 70% of the Seller's membership units will have approved this Agreement and the Transaction Documents and the transactions contemplated by this Agreement and the Transaction Documents at the Special Meeting or by a written consent circulated to the members in accordance with Section 5.4 of the Operating Agreement;
(f) the Buyer will have delivered the Purchase Price to the Seller in accordance with Section 2 of this Agreement;
(iiig) any required waiting period under the HSR Act shall Buyer will have expired or early termination shall have been granted with respect delivered the Registration Rights Agreement to such periodthe Seller, executed by the Buyer;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vih) the Buyer shall will have delivered a certificate of incumbency, dated as of the Closing Date, as to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each officers and other personnel of the Commercial Agreements shall have been executed Buyer executing this Agreement and any certificate, instrument or document to be delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with Buyer at the Closing; and
(ixi) the Buyer shall will have delivered, or caused to be delivered, to delivered a certified copy of corporate resolutions authorizing the Seller each Transaction execution and delivery of this Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in and the consummation of the transactions contemplated by this Section 7(b) if it executes a writing so stating at or before the ClosingAgreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Innuity, Inc. /Ut/), Asset Purchase Agreement (Innuity, Inc. /Ut/)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC 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 Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(viivi) each all actions to be taken by the Buyers in connection with the consummation of the Commercial Agreements transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. In the event that any of the foregoing conditions to Closing shall not have been executed and delivered satisfied, the Seller may elect to (i) terminate this Agreement without liability to the Buyers, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Seller elects to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any provision of this Agreement by each the Buyers (including, without limitation, any breach arising as a result of the parties thereto;
(viii) with respect failure of the Buyers to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which execute and/or deliver any Buyer Party is a party. The Seller may waive any condition specified item described in this Section 7(b) if it executes a writing so stating at or before 5(a), the ClosingSeller may seek appropriate remedies for any and all damages, costs and expenses incurred by the Seller by reason of such breach including, without limitation, indemnification pursuant to Section 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver by the Seller (at or before the Closing) of each of the following conditionsconditions prior to the Closing:
(i) (A) 7.2.1 the representations and warranties of the Buyer Buyers as made by the Buyers on the Effective Date (prior to any amendment or supplements of the schedules of the Buyers pursuant to Section 5.9) contained in Section 3(b) this Agreement that are qualified by an HOC Material Adverse Effect or HEP Material Adverse Effect shall be true and correct in all respects and the representations and warranties of the Buyers as made by the Buyers on the Effective Date (without giving effect prior to any qualification as to materiality amendment or any supplements or amendments to of the Schedules made schedules of the Buyers pursuant to Section 5(i)5.9) that are not so qualified shall be true and correct except to the extent the failure of such representations and warranties to be true and correct would not, in the aggregate, reasonably be expected to have a HOC Material Adverse Effect or HEP Material Adverse Effect, in each case, as of the date of this Agreement and at as of the Closing Date, as though made again on and as of the Closing Date (except for those any particular representations and warranties that refer to speak as of a specific date, date or time the truth and accuracy of which must need only be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) measured as of such datedate and time), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect ;
7.2.2 the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer Buyers shall have performed and complied in all material respects with all of its covenants their respective covenants, agreements and agreements hereunderconditions required by this Agreement to be performed or complied with by the Buyers through the Closing;
(ii) 7.2.3 there must shall not be (i) any injunction, preliminary or otherwise, judgment, order, decree, ruling, or charge in effect preventing prohibiting the consummation of any of the transactions contemplated by this Agreement or (ii) pending or otherwise threatened any suit litigation or action pending proceeding instituted by a any Governmental Authority to enjoin the restrain, prohibit or otherwise materially interfere with consummation of any of the transactions, transactions contemplated by this Agreement;
(iii) any required waiting period 7.2.4 each of the Buyers shall have delivered to the Seller an officer’s certificate to the effect that each of the conditions specified in Section 7.2.1 and 7.2.2 with respect to such Buyer is satisfied in all respects;
7.2.5 all necessary filings and notifications under the HSR Act shall have expired or early termination been made and the waiting period referred to in such act applicable to the transactions contemplated by this Agreement shall have expired;
7.2.6 [Intentionally omitted];
7.2.7 all consents and authorizations from Third Parties specified in Schedule 7.2.7 required for the consummation of the transactions contemplated by this Agreement shall have been granted with respect to such periodobtained and remain in effect;
(iv7.2.8 the Seller shall have received the deliveries to be received by the Seller set forth in Section 2.9.2;
7.2.9 [Intentionally omitted];
7.2.10 from the Effective Date to the Closing, no HOC Material Adverse Effect or HEP Material Adverse Effect shall have occurred;
7.2.11 the registration statements of HEP and HOC required to be filed as provided in Section 2(a) if there has been damage, destruction or condemnation of the type described in HOC Registration Rights Agreement and Section 2(a) of the first sentence of Section 5(e), the Buyer’s election to close must HEP Registration Rights Agreement shall each have been exercised and, in filed with the case SEC and the registration statement of Section 5(e)(ii)(x), agreed to HOC shall have become effective and shall not be the subject of any stop orders issued by the SellerCommission or proceeding seeking a stop order;
(v) taken together, 7.2.12 the effect of all inaccuracies of representations HOC Stock and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered HEP Units issuable to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements pursuant to this Agreement shall have been executed and delivered by each authorized for listing on the NYSE subject to official notice of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closingissuance thereof.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Holly Energy Partners Lp), Asset Sale and Purchase Agreement (Holly Corp)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions:
(ia) (A) the The representations and warranties set forth in Section 5 above shall be true, correct and complete in all material respects at and as of the Buyer contained in Section 3(b) shall be true Closing date (and correct (without giving effect to any qualification representation or warranty that is qualified as to materiality or any supplements or amendments in Section 5 shall be deemed to the Schedules made pursuant to Section 5(i)) as be without such qualification for purposes of the date of this Agreement and at Closing foregoing);
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)b) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the The Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iic) there must not No action, suit, or proceeding shall be pending 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement; (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation; or (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation affect adversely following consummation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties right of the Seller as described to own the Buyer's Shares , and no such injunction, judgment, order, decree, ruling, or charge shall be in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vid) the The Buyer shall have delivered to the Seller a Buyer's Certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsSection 7.2(a)-(c) is satisfied;
(viie) each of All certificates, opinions, instruments, and other documents required to effect the Commercial Agreements transactions contemplated hereby will be reasonably satisfactory in form and substance to counsel to the Seller;
(f) There shall have been delivered to the Seller an opinion of counsel to the Buyer, dated the Closing Date, in substantially the form of Exhibit 2.3(c) hereof;
(g) The Merger Subsidiary shall have executed and delivered by each to the Company the Certificate of Merger in substantially the parties theretoform of Exhibit 2.3(d) hereof and the Articles of Merger, in substantially the form of Exhibit 2.2(g) hereof;
(viiih) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement The Buyer shall have occurred simultaneously with executed and delivered to Seller the ClosingEmployment Agreement and the Noncompetition Agreement in substantially the forms of Exhibit 2.2(h) hereof;
(i) The Buyer shall have executed and delivered to Seller the Registration Agreement in substantially the form of Exhibit 2.3(f) hereof; and
(ixj) the The Buyer shall have delivered, or caused to be delivered, to executed and delivered such other instruments and agreements as the Seller each Transaction Agreement to which any Buyer Party is a partyshall have reasonably requested. The Seller may waive any condition specified in this Section 7(b) 7.2 if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Videolabs Inc), Merger Agreement (Videolabs Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the satisfaction of the following further conditions:
(a) The Buyer shall have performed all of its obligations hereunder required to be performed by it in connection with at or prior to the Closing is subject to satisfaction of the following conditions:Date in all material respects;
(ib) (A) the The representations and warranties of the Buyer contained in Section 3(b) this Agreement shall be true in all material respects at and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement Closing Date as if made at and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date).
(c) No order, except where all inaccuracies stay, decree, judgment or injunction shall have been entered, issued or enforced by any court of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate competent jurisdiction prohibiting the transactions contemplated by this Agreement, and (B) the Buyer no action shall have performed in all material respects with all of its covenants and agreements hereunder;
(ii) there must not be been taken by any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin that makes the consummation of any of the transactions, contemplated by this Agreement;such transactions illegal.
(iiid) any required waiting period under To the HSR Act extent required, the Company shall have expired or early termination entered into a run-off insurance policy covering its current directors and officers for a period of seven years following the Closing, provided that if brought to the GM for approval, the Seller shall have been granted with respect to voted all its shares in the Company in favor of such period;approval.
(ive) if there has been damage, destruction or condemnation Bank Hapoalim shall have consummated all the transactions set forth in the Bank Loan in accordance therewith.
(f) The Buyer and the Company shall have obtained the approval of the type described in Israeli Restrictive Trade Practices Authority, which shall not include, based on the first sentence of Section 5(e)Seller's sole discretion, any burdensome terms or conditions applicable to the Seller, the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;Company or its Subsidiaries and Affiliates.
(vg) taken together, The aforesaid in Section 6.01(l) (GM approvals) shall have occurred; provided that the effect Seller shall have voted in favor of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);such resolutions.
(vih) Buyer's holdings immediately prior to the Closing Date shall not be higher than 12,502,115 Company Ordinary Shares.
(i) The Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash Shareholders Rights Agreement duly executed by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closingit.
Appears in 2 contracts
Samples: Share Purchase Agreement (Bronicki Investments Ltd.), Share Purchase Agreement (Fimi Iv 2007 Ltd.)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct in all material respects (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)qualifiers contained in such representations and warranties) at and as of the date Closing Date as though made on and as of this Agreement the Closing Date;
(ii) the Buyers shall have performed and at Closing (except for those that refer to a specific date, which must be true and correct complied with all of their covenants hereunder in all material respects (without giving effect to any qualification as to materiality or any supplements to qualifiers contained in such covenants) through the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing;
(iiiii) there must not no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon Seller if such transactions are consummated, or (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, 5(b)(i)-(iii) is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken together, the effect of all inaccuracies of representations and warranties of relevant parties shall have entered into the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Postclosing Agreement;
(vi) the Buyer Seller shall have delivered received from FCC counsel to the Buyers an opinion with respect to the matters set forth on Exhibit 5(b)(vi) attached hereto, addressed to the Seller and dated as of the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsDate;
(vii) the Seller shall have received from the Buyers certificates from the appropriate public officials in the States of Nevada and Maine as to the good standing of the Buyers in each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;such states.
(viii) all actions to be taken by the Buyers in connection with respect the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to each Other Purchase effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. In the event that any of the foregoing conditions to Closing, other than the need for FCC approval, shall not have been satisfied, the Seller may elect to (i) terminate this Agreement, or (ii) consummate the Closing (as defined in transactions contemplated herein despite such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to failure. Regardless of whether the Seller each Transaction elects to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any provision of this Agreement by the Buyers (including, without limitation, any breach arising as a result of the failure of the Buyers to which execute and/or deliver any Buyer Party is a party. The Seller may waive any condition specified item described in this Section 7(b5(a)), the Seller may seek appropriate remedies for any and all damages, costs and expenses incurred by the Seller by reason of such breach including, without limitation, liquidated damages pursuant to Section 9(d) if it executes a writing so stating at of this Agreement or before the Closingindemnification pursuant to Section 7, below.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Postclosing Agreement; and
(vii) each all actions to be taken by the Buyers in connection with the consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller Sellers to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations the Closing Date;
ii. the Buyers shall has performed and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects complied with all of its their covenants and agreements hereunderhereunder in all respects through the Closing;
(ii) there must not iii. no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions is consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Buyer Buyers shall have has delivered to the Seller Sellers one or more certificate(s) (without qualification as to knowledge or Materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing;
v. the Assignment Application shall has been approved by a Final Order of the FCC and the Buyers shall has received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingDisclosure Schedule; and
vi. the relevant parties shall has entered into the Postclosing Agreement;
vii. the Parties shall has agreed to allocate the Purchase Price (ixand all other capitalizable costs) among the Buyer shall have delivered, or caused Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be delivereddelivered at closing; and
viii. The Parties shall has entered into a lease with terms reasonably acceptable to each party, providing for the lease to Buyers, for a period of twelve months from the Closing Date, of the Stations studios and the KLXX (AM) transmitter site. The lease shall be without rent, except that during the term of the lease Buyers will pay directly or reimburse Sellers within five (5) days for all out-of-pocket costs relating to its occupation of the leased premises, including but not limited to power and utility costs, real estate and other taxes, maintenance and other costs.
ix. all actions to be taken by the Buyers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsDisclosure Schedule;
(vi) the relevant parties shall have entered into the Postclosing Agreement; and
(vii) each of the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties theretoTower Lease Agreement;
(viii) with respect all actions to each Other Purchase Agreement, be taken by the Closing (as defined Buyer in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously connection with the Closing; and
(ix) consummation of the Buyer shall have deliveredtransactions contemplated hereby and all certificates, or caused opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the reasonable satisfaction or waiver of the following conditions:
(i) (A) 7.2.1 as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, each of the representations and warranties of the Buyer contained in Section 3(bthis Agreement shall be true and correct, and for purpose of satisfying the obligation of Seller to Close only, each of such representations and warranties that is not qualified as to materiality (including Material Adverse Effect) shall be true and correct (without giving effect to except for any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as failure of the date of this Agreement and at Closing (except for those that refer same to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties that would (or could not reasonably be expected to) not adversely affect to have a Material Adverse Effect with the ability of the Buyer to consummate the transactions contemplated by perform its obligations under this Agreement, as of the Closing Date as though made again on and as of the Closing Date (B) except for any particular representation and warranty made only as of a specified date);
7.2.2 the Buyer shall have performed and complied in all material respects with all of its covenants and agreements hereunderhereunder through the Closing;
(ii) 7.2.3 there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) 7.2.4 the Buyer shall have delivered to the Seller an officer’s certificate to the estimated Purchase Price effect that to best of such officer’s knowledge each of the conditions specified in Sections 7.2.1 and 7.2.2 is satisfied in all respects;
7.2.5 all necessary filings and notifications under the HSR Act shall have been made, including any required additional information or documents, and the waiting period referred to in such Act applicable to the transaction shall have expired or been terminated;
7.2.6 all Governmental and third party consents and authorizations, which are specified in Schedule 7.2.6, required for the consummation of the transactions contemplated by this Agreement shall have been obtained or granted;
7.2.7 the Seller shall have received the deliveries to be received by the Seller set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingSection 2.9.2.; and
(ix) 7.2.8 the Buyer Seller shall have delivered, or caused received the Title Commitments and the Title Company shall be prepared to be delivered, to issue the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closingloan title insurance polices based on same.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (PBF Energy Inc.), Asset Sale and Purchase Agreement (PBF Energy Inc.)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise except as specifically provided in a particular representation in Section 3 above) to the effect that each of the type described conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties Assignment Application shall have been approved by a Final Order of the Seller as described FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Postclosing Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) there must not the Buyers shall have performed and complied with all of the Buyers' covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(iiiiv) the Buyers shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects;
(v) each of the Assignment Applications shall have been approved by a Final Order of the FCC, all applicable waiting periods (and any required waiting period extension thereof) under the HSR Xxxx-Xxxxx-Xxxxxx Act shall have expired or early termination otherwise been terminated and the Seller and the Buyers shall have been granted with respect received all governmental approvals required to such period;
(iv) if there has been damagetransfer all other authorizations, destruction or condemnation consents, and approvals of the type described governments and governmental agencies set forth in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsLease Agreement;
(vii) each of the Commercial Agreements relevant parties shall have been executed and delivered by each of entered into the parties thereto;Post Closing Agreement; and
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused all actions to be deliveredtaken by the Buyers 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 reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with Transactions at the Closing is subject to satisfaction of the following conditionsconditions at or prior to the Closing:
(i) the Requisite Vote shall have been obtained;
(Aii) the representations and warranties of the Buyer contained Purchaser set forth in Section 3(b) §3 shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement and at Closing Date (except for those that refer to the extent any such representation or warranty speaks as of a specific date, in which must case such representation or warranty shall be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such specific date), except where all inaccuracies the failure of such representations and warranties to be true and correct would (not have a material adverse effect on the Purchaser’s financial condition or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this AgreementTransaction; provided, that for purposes of determining whether the foregoing closing condition has been satisfied and (B) the Buyer shall have performed in all material respects with all of its covenants certifications to be made pursuant to §7(b)(x), the representations and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any warranties of the transactions contemplated by this Agreement or Purchaser in §3 shall be considered without regard to any suit or action pending by a Governmental Authority matter set forth in any Schedule Supplement to enjoin the consummation of any of the transactions, contemplated by this AgreementPurchaser Schedules;
(iii) any required waiting period under the HSR Act Purchaser and its Affiliates shall have expired performed and complied with, in all material respects, all covenants, agreements and obligations contained in this Agreement required to be performed or early termination shall have been granted complied with respect by the Purchaser and its Affiliates through at or prior to such periodClosing;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer Purchaser shall have delivered to the Seller (A) a duly executed counterpart to the estimated Purchase Price set forth Security Agreement; (B) a duly executed counterpart to the Stockholders Agreement; (C) a duly executed counterpart to each other Transaction Document to which the Purchaser or its Affiliates are a party; and (D) a copy of the A&R Charter certified by the Secretary of State of the State of Delaware;
(v) the Purchaser shall have (A) delivered to the Seller a duly executed Purchaser Note, and (B) issued and delivered to the Seller stock certificates representing all of the Purchaser Shares;
(vi) no Proceeding shall be pending before any Governmental Entity of competent jurisdiction seeking a preliminary or permanent injunction with respect to the consummation of the Transactions, and Order or Law of any Governmental Entity of competent jurisdiction prohibiting or restraining the consummation of the Transactions shall be in the Interim Closing Statement in cash by wire transfer of immediately available federal fundseffect;
(vii) each the Purchaser and its Affiliates shall have given the notices and received the other authorizations, consents, and approvals set forth in §7(b)(vii) of the Commercial Agreements shall have been executed and delivered by each of the parties theretoGeneral Schedule;
(viii) with respect to the A&R Charter and the Bylaws, in each Other Purchase Agreementcase, shall be in full force and effect, and no Proceeding for the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement amendment, restatement, repeal, termination or other modification thereof shall have occurred simultaneously with the Closing; andbe proposed or pending;
(ix) the Buyer Purchaser has consummated (or simultaneously with the Closing will consummate) the issuance and sale of Series A Preferred Stock under the Preferred Stock Purchase Agreement, and the Purchaser and its Affiliates shall have delivered, or caused to be delivered, delivered to the Seller such other documents and instruments reasonably requested by the Seller evidencing that proceeds of such issuance and sale were not less than $2,500,000 and all such proceeds have been deposited in the operating account of the Purchaser;
(x) the Purchaser shall have delivered to the Seller a duly executed certificate to the effect that each Transaction Agreement to which any Buyer Party is a partyof the conditions specified above in §7(b)(ii), §7(b)(iii), §7(b)(vi), §7(b)(vii), §7(b)(viii), and §7(b)(ix) has been satisfied in all respects. The Seller may waive any condition specified in this Section §7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller Entities to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
: (i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date; (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed and complied in all material respects with all of its the covenants of the Buyer hereunder that are required to be performed or complied with prior to the Closing; (iii) the Buyer shall have delivered to the Seller Entities a certificate to the effect that each of the conditions specified above in Sections 6(b)(i) and agreements hereunder;
(ii) there must not is satisfied in all respects; (iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Section 5(b) refers or relates, or any Shared Claim) shall be pending 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 in effect preventing would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
; (v) taken together, the effect of Parties and the Company shall have received all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
Requisite Consents; (vi) the Buyer Construction Management Agreement shall have delivered been terminated on terms mutually agreeable by the Buyer and the Seller, and the parties shall have executed mutual releases in connection with such termination; and (vii) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partyEntities. The Seller Entities may waive any condition specified in this Section 7(b6(b) if it executes they execute and deliver a writing so stating at or before prior to the Closing.. 28
Appears in 1 contract
Samples: Securities Purchase Agreement
Conditions to Obligation of the Seller. The obligation of the Seller 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 in writing by the Seller to the extent permitted by applicable law):
(a) the Purchasers shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by it in connection with the Purchasers hereunder on or prior to the Closing is subject to satisfaction of the following conditions:(including, without limitation, those specified in Section 1.4);
(i) (Ab) the representations and warranties of the Buyer Purchasers contained in Section 3(b) this Agreement shall be true and correct (without giving effect to any qualification in all material respects as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of at the date of this Agreement and at as of the date of the Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules if made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunder;
(iic) there must not shall be any injunction, judgment, no order, decree, rulingor ruling by any federal, state, local, municipal, foreign or other government, or charge in effect preventing consummation of person, entity or body exercising, or entitled to exercise, any of executive, legislative, judicial, administrative or regulatory power or authority (each a “Governmental Authority”), nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be pending, or which seeks to restrain, prevent or materially delay or restructure the transactions contemplated by this Agreement hereby, or any suit which otherwise questions the validity or action pending by a Governmental Authority to enjoin the consummation legality of any of such transactions;
(d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions, transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement;
(iiie) any required waiting period under the HSR Act Company shall have expired accepted the legal opinion from Seller’s counsel that is referenced in Section 2.8(a)(y)(ii)(A) of the IXX or early termination shall have been granted with respect to such periodwaived the requirement that an opinion be delivered;
(ivf) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must each Purchaser shall have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of provided the Seller with an officer’s certificate in substantially the form attached as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingExhibit A hereto; and
(ixg) each Purchaser that is not already a party to each of the Buyer Existing Company Investor Documents shall have delivered, or caused executed and delivered a signature page to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closingsuch agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dealertrack Technologies, Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; together with an assumption of the Interim Closing Statement Assumed Liabilities;
(v) if applicable, the waiting period (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller and the Buyer shall have received all authorizations, consents and approvals of governments and governmental agencies referred to in cash by wire transfer Section 3(c) and Section 4(c) above;
(vi) the Seller shall have concluded its due diligence review of immediately available federal fundsthe Buyer and found the results of the Seller's investigation acceptable;
(vii) each of the Commercial Agreements Centra Shares shall have been executed and be delivered by each of to the parties theretoSeller;
(viii) with respect to each Other Purchase the Buyer will enter into the License Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and;
(ix) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller;
(x) the Buyer shall have delivered, or caused to be delivered, consummated its transaction with RAKO and shall have become a public company on the terms previously disclosed to the Seller;
(xi) the Buyer shall have delivered to Seller each Transaction Agreement an opinion of counsel that the Centra Shares, upon being issued to which any Seller pursuant to the terms of this Agreement, will be duly authorized, fully paid, validly issued and non-assessable; and
(xii) Buyer Party is a partyand Seller shall have entered into the Alpharetta Agreement. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) 3.2 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iic) there must not no action, suit, or proceeding shall be 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vid) the Buyer shall have delivered to the Seller an execution copy of the estimated Purchase Price set forth in action by the Interim Closing Statement in cash by wire transfer Buyer’s Board of immediately available federal fundsDirectors approving this Agreement and the transactions contemplated herein;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ixe) the Buyer shall have delivered, or caused to be delivered, delivered to the Seller a certificate to the effect that each Transaction Agreement of the conditions specified above in Sections 7.2(a)-(d) is satisfied in all respects;
(f) the Seller shall have been removed as a guarantor of the MARAD Debt; and
(g) the Buyer shall have delivered to which any the Seller commercially reasonable guarantees from the Buyer Party is and Ambassadors in a partyform reasonably acceptable to the Seller and in favor of the Seller as to merchant banking institutions and appropriate credit card charge-backs covering maritime operations during post-Closing periods. The Seller may waive any condition specified in this Section 7(b) if it executes 7.2 by executing a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Ambassadors International Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) SECTION 3 above shall be true and correct (without giving effect correct; provided that a failure of a representation or warranty to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements shall not be a condition to the Schedules made pursuant Seller's obligation to Section 5(i)close if (a) as of such date), except where all inaccuracies of such representations and warranties would failure (or could reasonably be expected toall such failures, in the aggregate) does not adversely affect the have a material adverse effect upon Buyer's ability of the Buyer to consummate the transactions contemplated by this Agreement, and or (Bb) such failure is as a direct result of any action of the Seller;
(ii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunder;; provided that a breach of a covenant shall not be a condition if such breach (or all such breaches, in the aggregate) does not have a material adverse effect upon Buyer's ability to consummate the transactions contemplated by this Agreement.
(iiiii) 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 there must not is reasonably likely to be any injunction, rendered or issued an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement Agreement, or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation, or (iiiC) any required waiting period under materially adversely affect the HSR Act right of the Seller to continue to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate (without qualification as to Knowledge or materiality or otherwise) to the estimated Purchase Price effect that each of the conditions specified above in SECTION 5(B)(I)-(III) is satisfied in all respects;
(v) each of the Transfer Applications shall have been approved by a Final Order of the FCC; the applicable waiting period, including any extensions thereof, under the HSR Act shall expired or been terminated; and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Interim Disclosure Schedule;
(vi) the Seller shall have received from counsel to the Buyer an opinion with respect to the legal matters set forth in EXHIBIT D attached hereto, addressed to the Seller and dated as of the Closing Statement in cash by wire transfer of immediately available federal funds;Date; and
(vii) each all actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(bSECTION 6(B) if it executes a writing so stating at or before prior to the Closing.
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Conditions to Obligation of the Seller. The obligation of the Seller -------------------------------------- to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) (S)4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would the Closing Date;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed and complied in all material respects with all of its the covenants and agreements hereunderto be performed by the Buyer on or prior to the Closing;
(iiiii) there must shall not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price effect that each of the conditions specified above in (S)10(b)(i) and (ii) is satisfied in all respects;
(A) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated) and (B) the other authorizations, consents or approvals described in (S)3(c) and (S)4(c) of the Disclosure Schedule shall have been received;
(vi) at the Closing, there shall be delivered to the Seller the opinion of X'Xxxxxxxx Graev & Karabell, LLP, counsel to the Buyer, dated the Closing Date, in form set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Exhibit I hereto; ---------
(vii) each of the Commercial Agreements Management Investors shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.Management Certificates dated the Closing Date;
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) Article III hereof shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iic) there must not no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this AgreementAgreement to be rescinded following consummation;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vid) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in the Interim Closing Statement Section 5.02(a)-(c) has been satisfied in cash by wire transfer of immediately available federal fundsall respects;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ixe) the Buyer shall have delivered, or caused to be delivered, delivered to the Seller each Transaction Agreement copies of all requisite board of directors resolutions of Buyer approving the purchase of the Assets certificated by its corporate secretary;
(f) The Seller shall have received from counsel to which any the Buyer Party is an opinion, dated as of the Closing Date;
(g) the sale of the Property from the Shareholders to the Buyer shall have occurred contemporaneously with the Closing;
(h) the Seller and Shareholders shall have received approval from LaSalle Business Credit, Inc. with respect to the sale of the assets and Property to Buyer; and
(i) Buyer has executed and delivered to Seller a partysecond mortgage on the Property, a first mortgage on the Buyer owned real estate in Bismarck, North Dakota, and such security agreements and UCC filings as requested by Seller for the purpose of securing the Buyers obligations under Sections 1.03(b) and (c) of this Agreement. All actions to be taken by the Buyer 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 Seller and its counsel. The Seller may waive any condition specified in this Section 7(b) 5.02 if it executes a writing so stating at or before prior to the Closing.
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Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge hereunder in effect preventing consummation of any of all material respects through the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this AgreementClosing;
(iii) no action, suit, or proceeding shall be pending or threatened before any required waiting period under Authority wherein an unfavorable Order or charge would (A) prevent consummation of the HSR Act Transaction or (B) cause the Transaction to be rescinded following consummation (and no such Order or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate in the estimated Purchase Price form of Exhibit M, to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;
(v) the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit N attached hereto, addressed to the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each Seller, and dated as of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingDate; and
(ixvi) all actions to be taken by the Buyer shall have deliveredin connection with consummation of the Transaction and all certificates, or caused opinions, instruments, and other documents required to effect the Transaction will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) if it he executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Vision Associates LTD)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) the Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(iii) there must shall not be any injunction, judgment, order, decree, ruling, or charge Order in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation the Buyers shall have delivered to the Seller a certificate to the effect that each of the type described conditions specified above in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, 7(b)(i) through (iii) is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken togetherthe Company and its Subsidiaries shall have received all authorizations, the effect of all inaccuracies of representations consents, and warranties approvals of the Seller as described Governmental Authorities referred to in Section 7(a)(i)(A3(a)(ii), Section 3(b)(iii), and Section 4(c) is less than three million dollars ($3,000,000)above;
(vi) the Buyer Seller shall have delivered received from counsel to the Seller the estimated Purchase Price Buyers an opinion substantially in form and substance as set forth in Exhibit C attached hereto, addressed to the Interim Seller, and dated as of the Closing Statement in cash by wire transfer of immediately available federal fundsDate;
(vii) each The Company shall have obtained suitable replacement insurance policies that replace those insurance policies of the Commercial Agreements shall have been executed and delivered by each Company that will be terminated as of the parties theretoClosing;
(viii) with respect to each Other Purchase AgreementThe Company and Millennium Energy Holdings, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement Inc. shall have occurred simultaneously with entered into an a lease agreement in substantially the Closingform of Exhibit D attached hereto;
(ix) All inter-company receivables shall have been released and otherwise written off by the Company; and
(ixx) the Buyer The Seller shall have delivered, or caused to be delivered, to acquired from Rentech all of the Seller each Transaction Agreement to which any Buyer Party is a partyCompany Shares indicated in Section 4(b) of the Disclosure Schedule as being owned of record by Rentech as of the date hereof. The Seller may waive any condition specified in this Section 7(b) if it executes they execute a writing written instrument so stating at or before prior to the Closing.
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Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by it the Seller in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) 6.3.1. the representations and warranties of the Buyer contained set forth in Section 3(b) 3.2 above that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects, at and as of the date of this Agreement and at the Closing Date (except for those that refer (x) to the extent such representations and warranties are specifically made as of a specific particular date, in which must case such representations and warranties shall be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected toy) not adversely affect the ability of the Buyer to consummate the transactions contemplated for changes permitted by this Agreement, and (B) );
6.3.2. the Buyer shall have performed in all material respects and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and agreements hereunder“Material Adverse Effect,” in which case the Buyer shall have performed and complied with all of its covenants hereunder in all respects through the Closing;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) 6.3.3. the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) effect that each of the Commercial Agreements conditions specified above in Section 6.3.1 through Section 6.3.2 is satisfied in all respects;
6.3.4. the Seller and Company shall have been procured all of the necessary Governmental Authority authorizations, consents, orders and approvals, except as set forth on Schedule 6.2.5;
6.3.5. all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller;
6.3.6. Buyer shall have delivered the Closing Consideration in accordance with Section 2.2;
6.3.7. Buyer shall have executed and delivered the Non-Competition Agreement, by each of and between Seller and Buyer substantially in the parties theretoform attached hereto as Exhibit I;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement 6.3.8. Company shall have occurred simultaneously with the Closing; andentered into that certain Release of Claims identified in Section 6.2.9 above;
(ix) 6.3.9. The Company shall have entered into those certain Key Executive Employment Agreements identified in Section 6.2.8 above;
6.3.10. The Board of Directors of the Buyer shall have delivered, or caused to be delivered, to authorized and approved this Agreement and the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.transactions contemplated hereby;
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Buyer contained date hereof and at and as of the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct in Section 3(ball material respects only as of such date) except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement hereof and at and as of the Closing Date (except for those that refer to representations and warranties that are made as of a specific date, which must specified date need be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) in all material respects only as of such date), except where all inaccuracies of such representations and warranties would ;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” in which case the Buyer shall have performed and agreements hereundercomplied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would: (A) prevent consummation of any of the transactions contemplated by this Agreement Agreement; or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation the Buyer shall have executed and delivered to the Seller a certificate to the effect that each of the type described conditions specified in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, 7(b)(i)-(iii) above is satisfied in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken together, the effect of all inaccuracies of representations Buyer shall have executed and warranties of delivered to the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);the Transition Services Agreement; and
(vi) the Buyer shall have executed and delivered to the Seller the estimated Purchase Price an Assumption Agreement in form and substance as set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partyExhibit F attached hereto. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Silicon Graphics International Corp)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects at and as of the Closing Date;
(b) the shareholders of the Seller shall have approved this Agreement and the transaction contemplated hereby;
(c) the Buyer and the Company shall have performed and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iid) there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vie) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in the Interim Closing Statement Section 7.2 (a), (b), (c) and (d) is satisfied in cash by wire transfer of immediately available federal fundsall respects;
(viif) each of the Commercial Agreements Seller and its Subsidiaries, and the Company and its Subsidiaries shall have been executed received all other authorizations, consents, and delivered by each approvals of the parties theretogovernments and governmental agencies referred to in Section 3.3 and Section 4.3 above;
(viiig) all actions to be taken by the Buyer in connection with respect consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to each Other Purchase Agreement, effect the Closing transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller;
(as defined in such Other Purchase Agreementh) under such Other Purchase Agreement the Seller shall have occurred simultaneously with satisfactorily completed its due diligence as to the ClosingCompany and its principals, in its sole discretion; and
(ixi) the Buyer shareholders of the Company shall have delivered, or caused to be delivered, to duly ratified the Seller each Transaction Xxxxx Agreement to which any Buyer Party is a partyin accordance with Utah law and the By-Laws of the Company as provided in Section 2.20. The Seller may waive any condition specified in this Section 7(b) 7.2 if it executes a writing so stating at or before prior to the Closing. The Seller shall waive the condition specified in subsection (h) or terminate this Agreement pursuant to Section 8.1(c) below no later than 10 days after the Effective Date.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(without giving effect to ii) the Seller shall have accepted any qualification as to materiality or any supplements or amendments additions made by the Buyer to the Schedules made pursuant to representations and warranties set forth in Section 5(i)) as of 4 above since the date of this Agreement and at Closing reflecting changes that have occurred since the date hereof;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Biii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiv) there must not no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties Seller shall have received a copy of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Buyer Note duly executed by the Buyer;
(vi) the Buyer Seller shall have delivered to received a stock certificate or certificates, date as of the Seller the estimated Purchase Price set forth Closing Date and registered in the Interim Closing Statement in cash by wire transfer name of immediately available federal fundsthe Seller, representing the Buyer Shares;
(vii) each the Seller shall have received a copy of the Commercial Agreements shall have been Pledge and Security Agreement, in the form attached hereto as Exhibit C, duly executed and delivered by each of the parties theretoBuyer;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement Seller shall have occurred simultaneously with received a copy of the Closing; andRegistration Rights and Lock-Up Agreement duly executed by the Buyer;
(ix) the Seller shall have received from counsel to the Buyer an opinion with respect to the matters set forth in Exhibit O attached hereto, addressed to the Seller and dated as of the Closing Date;
(x) the Buyer shall have deliveredexecuted the Amendment to Lease, or caused to be deliveredthe form of which is attached hereto as Exhibit P;
(xi) the stockholders of the Buyer identified in the Voting Agreement, the form of which is attached hereto as Exhibit Q, have executed and delivered the Voting Agreement to the Seller each Transaction Agreement for its execution;
(xii) the Buyer shall have executed and delivered to Mr. William D. Killixx xxx Xxxxxxxxxxxxxxx Agreement, the form of which any is set forth as Exhibit R hereto;
(xiii) since the date of this Agreement, no material adverse change has occurred in the financial condition or in the results of operations of the Buyer; and
(xiv) all actions to be taken by the Buyer Party is a partyin 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 reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b6(b). If one or more conditions specified in this Section 6(b) if it executes a writing so stating at have not been performed or before satisfied, but Seller consents to the Closing, any such unperformed or unsatisfied conditions shall be deemed to have been waived.
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Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained in Section 3(b) shall this Agreement, including Article 3, must be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would the Closing;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall must have performed and complied in all material respects with all each of its covenants and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of hereunder through the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this AgreementClosing;
(iii) any the Buyer must have timely delivered all items required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such periodbe delivered at Closing pursuant to Section 2(f);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e)Buyer must have obtained all consents set forth on Schedule 7(c)(iv) (collectively, the Buyer’s election “Buyer Required Consents”) in form reasonably acceptable to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken togetherconcurrently with or prior to the time of the Closing, the effect of all inaccuracies of representations and warranties Buyer (or such Affiliate of the Seller Buyer or a third party as described shall be designated as the “operator” of the Company Assets under applicable Law) shall have satisfied all oil spill financial responsibility requirements under applicable Law, shall have demonstrated evidence of Oil Spill Financial Responsibility acceptable to BOEM, shall have an oil spill response plan in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);place and shall have provided the certification required by 30 C.F.R. § 254.2, and shall otherwise have satisfied all other applicable requirements of BOEM and BSEE; and
(vi) the Buyer shall have delivered closing of the transactions contemplated under the Odyssey PSA and the Poseidon PSA must be completed concurrently with the Closing, as such transactions may be modified pursuant to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer terms of immediately available federal funds;
(vii) each of the Commercial Agreements such agreements; provided, however, that this condition shall be deemed to have been executed and delivered by each of the parties thereto;
(viii) met with respect to each Other Purchase Agreement, either or both of the Closing Odyssey PSA and the Poseidon PSA if there is an exercise of the Odyssey ROFR Provisions (as defined in such Other Purchase Agreementthe Odyssey PSA) under such Other Purchase Agreement shall have occurred simultaneously with or the Poseidon ROFR Provisions (as defined in the Poseidon PSA) prior to the Closing; and
(ix) provided, further, that this condition shall be deemed to be satisfied with respect to either or both of the Odyssey PSA and the Poseidon PSA, as applicable, if the transactions contemplated thereby fail to close for any reason other than a breach by the Buyer shall have deliveredof its representations, warranties, covenants or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partyobligations under either such agreement. The Seller may waive any condition specified in this Section 7(b7(c) if it executes and delivers to the Buyer a writing so stating at or before the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) except for the CID and/or any inquiry under the Hart-Xxxxx-Xxxxxx Xxx, no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or condemnation materiality or otherwise) to the effect that each of the type described conditions specified above in Sections 5(b)(i) and 5(b)(ii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have entered into the Post-Closing Agreement and the Seller shall have received from counsel to the Buyers an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Seller and dated as of the Closing Date; and
(vii) the Buyers shall have delivered to the Seller all items required to be delivered thereby under Section 1(e) above. In the estimated Purchase Price event that any of the conditions set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
subsections 5(b)(i), (ii), (iii), (iv), or (vii) each above are not satisfied and such failure does not or is not reasonably likely to have a Material Adverse Effect, Seller acknowledges and agrees that, notwithstanding the introductory sentence of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.5(b), Seller shall be required to consummate the
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Seller of the following conditions:
(ia) (A) the The representations and warranties of the Buyer contained set forth in Section 3(b) shall this Agreement will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects as of the date of this Agreement and at as of the Closing Date (except for those that refer to a specific the extent such representations and warranties speak as of another date, in which must case such representations and warranties will be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such other date), except where all inaccuracies the failure of such representations and warranties would (or could reasonably to be expected to) so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement, and (B) . The Seller will have received a certificate signed on behalf of the Buyer shall by a duly authorized officer of the Buyer to such effect.
(b) The Buyer will have performed in all material respects with all of its the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and agreements hereunder;the other transactions contemplated by this Agreement. The Seller will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect.
(iic) there must not All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated and the parties hereto will have received all other required authorizations, consents and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
(d) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect.
(e) Each party, as appropriate, shall have obtained any injunctionrequired permits, judgmentlicenses, order, decree, rulingapprovals or notifications of any Governmental Entities, or charge other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers.
(f) The Buyer and Seller shall have entered into an employment agreement containing a one-year non-competition provision in effect preventing form and substance mutually agreed upon by the Buyer and the Seller.
(g) All actions to be taken by the Buyer in connection with consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority hereby and all certificates, opinions, instruments, and other documents required to enjoin effect the consummation of any of the transactions, transactions contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect hereby will be satisfactory in form and substance to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Smart for Life, Inc.)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained Seller set forth in Section 3(b) shall Article VI will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to in all material respects on the Schedules made pursuant to Section 5(i)) date hereof and as of the date of this Agreement and at Closing Date (except for those that refer to a specific the extent expressly made as of an earlier date, in which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) case as of such date), except where all inaccuracies of such representations and warranties would ;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall Purchaser will have performed or complied with in all material respects with all of its covenants covenants, agreements and agreements hereunderconditions hereunder which are required to be performed or complied with on or prior to the Closing Date;
(iic) the Purchaser will have delivered to the Seller a certificate executed as of the Closing date by an officer of the Purchaser to the effect that each of the conditions specified above is satisfied;
(d) there must will not be any injunction, judgment, order, decree, rulingstipulation, injunction or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vie) the Buyer shall Purchaser will have delivered to the Seller executed counterparts of the estimated Purchase Price set forth Assignment and Assumption Agreement, the Building Lease, the GenCorp Guaranty and the Transition Services Agreement and such other instruments of assumption as the Seller or its counsel may reasonably request in order to consummate the Interim Closing Statement in cash by wire transfer of immediately available federal fundstransactions contemplated herein;
(viif) each all actions to be taken by the Purchaser in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, instruments and other documents required to effect the parties thereto;
(viii) with respect transactions contemplated hereby will be reasonably satisfactory in form and substance to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingSeller; and
(ixg) all applicable waiting periods (and any extensions thereof) under the Buyer shall Hart-Scott-Rodino Act or any Antitrust Laws will have deliveredexpired or othexxxxx xxxx xxxxxxated and all other approvals, or caused to be deliveredif required, to will have been obtained without the Seller each Transaction Agreement to which objection of any Buyer Party is a partyof the relevant federal authorities. The Seller may waive any condition specified in this Section 7(b) 9.2, except for Section 9.2(g), if it executes a in writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. and the RTNT --------------------------------------------------- Utilities. The obligation of the Seller and the RTNT Utilities to consummate the --------- transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section Sections 3(b) and 3(c) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)ii) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate and SWC shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(iii) the Parties shall have obtained the approval of the transactions contemplated by this AgreementAgreement from the TNRCC and no action, and (B) the Buyer suit, or proceeding shall have performed in all material respects with all be pending before any court or quasi-judicial or administrative agency of its covenants and agreements hereunder;
(ii) there must not be any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in the Interim Closing Statement Section 7(b)(i)-(iii) is satisfied in cash by wire transfer of immediately available federal fundsall respects;
(viiv) each of the Commercial Agreements Buyer and/or SWC, as applicable, shall have been executed entered into the agreements specified in Section 7(a)(vi) and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing7(a)(vii); and
(ixvi) all actions to be taken by the Buyer shall have deliveredand SWC in connection with consummation of the transactions contemplated hereby and all certificates, or caused opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller and the RTNT Utilities may waive any condition specified in this Section 7(b) if it executes they execute a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) Article III above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing (except for those that refer to a specific dateDate, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects and complied with all of its covenants hereunder in all material respects through the Closing, and agreements hereunderthe Buyer shall have delivered a certificate to the Seller representing and warranting that this condition is fully satisfied without exception;
(iib) there must not no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iiic) all applicable waiting periods (and any required waiting period extensions thereof) under the HSR Xxxx-Xxxxx-Xxxxxx Act shall have expired or early termination otherwise been terminated, and the Seller shall have been granted with respect received all other authorizations, consents, and approvals of governments and governmental agencies referred to such periodin Section 2.03 above;
(ivd) if there has been damagethe Parties shall have entered into the Transition Services Agreement, destruction or condemnation of and the type described same shall be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Sellerfull force and effect;
(ve) taken togetherthe Seller shall have received from Xxxxxxxx & Xxxxx, counsel to the effect of all inaccuracies of representations Buyer, an opinion in substance as set forth in Exhibit E attached hereto, addressed to the Seller, and warranties dated as of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Closing Date;
(vif) all actions to be taken by the Buyer 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 Seller and its counsel;
(g) Holdings shall have issued 500 shares of its Class C Preferred Stock, all such shares to be fully vested upon issuance, to a group of employees of the Company identified by the chief executive officer of the Company in writing prior to the Closing Date solely in consideration for services to be rendered, with no cash or other property having been contributed by any such employee to Holdings, the Buyer or to the Company in exchange for any stock of Holdings;
(h) Holdings shall have entered into the Contingent Seller Option Agreement, the Primary Seller Option Agreement, and the Stockholders Agreement and Buyer shall have delivered to issued the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingNote; and
(ixi) the Buyer Company shall have delivered, or caused to be delivered, to entered into the Seller each Transaction Agreement to which any Buyer Party is a partyCollateral Assignment of Leases. The Seller may waive any condition specified in this Section 7(b) 7.02 if it executes a writing so stating and delivers it to the Buyer at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction satisfaction, or waiver, of the following conditions:
: (i) (A1) the representations and warranties of the Buyer contained set forth in Section 3(b) sec. 5 b. above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B2) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunder;
hereunder in all material respects through the Closing; (ii3) there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi4) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price effect that each of the conditions specified above in sec.9 b.
(1) (3) is satisfied in all respects; (5) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments, governmental agencies and third parties; (6) the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit 5 attached hereto, addressed to the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each Seller, and dated as of the Commercial Agreements shall have been executed Closing Date; and delivered (7) all actions to be taken by each the Buyer in connection with consummation of the parties thereto;
(viii) with respect transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to each Other Purchase Agreement, effect the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing10.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained in Section 3(b) set forth inss.4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must the Buyer shall have delivered to the Seller agreements from the Principals who are employees of the Seller and from John Pakiam to the effect that they acknxxxxxxx xxx termination of their employment and employment agreements with the Seller and they release the Seller from any further obligations arising out of such employment and employment agreements (including, but not limited to any rights upon termination, or any unvested stock appreciation rights, options, warrants or other rights to acquire stock of the Seller);
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, The Seller's shall have obtained an opinion (the "Fairness Opinion") from a recognized investment banking firm or other firm experienced in business appraisals (the "Investment Banking Firm") chosen by a committee of its Board of Directors (a majority of whose members are independent directors) to the effect of all inaccuracies of representations and warranties of that the Seller as described in Section 7(a)(i)(A) Purchase Price to be paid for the Acquired Assets is less than three million dollars ($3,000,000)fair;
(vi) the Seller's stockholders shall have approved this Agreement and the Transactions in conformance with the requirements of the Delaware General Corporation Law and the rules of the American Stock Exchange;
(vii) the Seller shall have complied with all relevant requirements of the American Stock Exchange and determined that effectuation of the Transactions will not result in the delisting of the Seller's securities from the American Stock Exchange;
(viii) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) effect that each of the Commercial Agreements shall have been executed and delivered by each of the parties theretoconditions specified above in ss.6(b)(i)-(iv) is satisfied in all respects;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer relevant parties shall have delivered, or caused to be delivered, to entered into side agreements in form and substance as set forth in (a) Exhibit C (the Seller Guarantees by each Transaction Agreement of the Principals); (b) Exhibit D (the Security Agreement); (c) Exhibit G-2 (agreement pursuant to which the Buyer agrees to deliver 50% of the gross proceeds from the sale, lease or other form of disposition of any interest in or to any of the aforementioned Acquired Assets effected during the one year period commencing upon the Closing Date); and (d) Exhibit G-3 (agreement pursuant to which the Buyer Party is a party. The agrees to pay to Seller may waive any condition specified certain New York State receivables upon receipt of such receivables); and the same shall be in this Section 7(b) if it executes a writing so stating at or before the Closing.full force and effect;
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation obligations of the Seller Sellers to consummate the transactions to be performed by it in connection with the Closing is are subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 5 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects at and as of the Closing Date;
(ii) Each of the Pre-Closing Covenants set forth in Section 8, above shall have been satisfied;
(iii) the Purchasers shall have performed and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiv) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the Purchasers shall have delivered to the Sellers a certificate to the effect of all inaccuracies of representations and warranties that each of the Seller as described conditions specified above in Section 7(a)(i)(A10(b)(i)-(iv) is less than three million dollars ($3,000,000)satisfied in all respects;
(vi) all actions to be taken by the Buyer shall have delivered Purchasers 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 Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partySellers. The Seller Sellers may waive any condition specified in this Section 7(b10(b) if it executes a writing so stating at or before prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the 7.2.1 The representations and warranties of the Buyer contained set forth in Section 3(b) 3.2 shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Date;
7.2.2 The Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(ii) there must not 7.2.3 No action, suit, or proceeding shall be 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) the 7.2.4 The Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) effect that each of the Commercial Agreements shall have been executed and delivered by each of the parties theretoconditions specified above in Sections 7.2.1 through 7.2.3 is satisfied in all respects;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the 7.2.5 The Buyer shall have delivered, or caused entered into the Non-Competition Agreement with the Seller in substantially the form attached hereto as Exhibit A and the same shall be in full force and effect;
7.2.6 Monroc shall have entered into the Aggregate Crushing Agreement with Nelson Construction in xxxxxantially the form attached hereto as Exhibit G and the same shall be in full force and effect;
7.2.7 All actions to be deliveredtaken by the Buyer 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 Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) 7.2 if it he executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects;
(v) the Interim Closing Statement Seller shall have delivered to the Buyer the consent required under the Customer Contracts listed on Exhibit A hereto;
(vi) all actions to be taken by the Buyer in cash by wire transfer connection with consummation of immediately available federal funds;the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Seller; and
(vii) each the execution by the Buyer of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase License Agreement, the Closing (as defined in such Other Purchase Transition Services Agreement) under such Other Purchase , the Support Agreement shall have occurred simultaneously with and the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partyORC Agreement. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or before prior to the Closing. The Buyer covenants and agrees to execute and deliver the License Agreement, the Transition Services Agreement, the Support Agreement and the ORC Agreement upon satisfaction or waiver of each condition set forth in Sections 6(a)(i)-(vi).
Appears in 1 contract
Samples: Asset Purchase Agreement (Baltimore Technologies PLC)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not Newco shall have executed and delivered to Smartertools the Smartertools Sublease;
(iv) no action, suit or proceeding shall be pending 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, judgment order, decree, ruling, ruling or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement and the Purchase Documents or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement or the Purchase Documents to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment order, decree, ruling or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken togetherthe Buyer and Newco shall each have delivered to the Seller a certificate signed by its Chief Executive Officer and dated the Closing Date, the effect of all inaccuracies of representations and warranties certifying that each of the Seller as described conditions specified in Section 7(a)(i)(A6(b)(i) and (ii) is less than three million dollars ($3,000,000)satisfied in all respects;
(vi) the Buyer and Newco shall each have delivered to the Seller a certificate signed by its Secretary dated the estimated Closing Date, certifying on behalf of such entity (A) that all necessary actions (corporate or otherwise) and approvals required by such entity to authorize and approve the execution and delivery of this Agreement and the Purchase Price set Documents, and the consummation of the transactions contemplated by this Agreement and the Purchase Documents and the other transactions and agreements provided for herein and therein, have been taken, and setting forth in copies of such actions and (B) to the Interim Closing Statement in cash by wire transfer accuracy of immediately available federal fundsthe specimen signature of the officer or other authorized representative of such entity executing this Agreement and the Purchase Documents;
(vii) each of the Commercial Agreements Newco shall have been executed and delivered by each of to Smartertools the parties theretoSoftware Agreements;
(viii) with respect the Buyer, Newco and the Escrow Agent shall have executed and delivered to each Other Purchase the Seller the Escrow Agreement;
(ix) Newco shall have executed and delivered the Employment Agreements;
(x) the Seller shall have received from counsel to the Buyer and Newco an opinion in form and substance as set forth in Exhibit H attached hereto, addressed to the Seller and dated as of the Closing Date;
(xi) the Buyer and Newco shall each have delivered a good standing certificate issued by the secretary of state of the jurisdiction in which such entity is organized, dated as defined in such Other Purchase Agreementof a date that is twenty (20) under such Other Purchase Agreement shall have occurred simultaneously with days of the ClosingClosing Date; and
(ixxii) all actions to be taken by the Buyer shall have deliveredand Newco in connection with consummation of the transactions contemplated hereby and all certificates, or caused opinions, instruments and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Newtek Business Services Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following further conditions:
(i) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (Aii) the representations and warranties of the Buyer Purchaser contained in Section 3(b) this Agreement shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date Closing Date with the same effect as though such representations and warranties had been made on and as of this Agreement such time, other than representations and at Closing (except for those warranties that refer to speak as of a specific date, date or time (which must need only be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations date or time) and warranties would (or could reasonably be expected toiii) not adversely affect the ability Seller shall have received a certificate duly executed by an authorized officer of the Buyer Purchaser to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderforegoing effect;
(b) Seller shall have received (i) a copy of the certificate or articles of incorporation, including all amendments, of the Purchaser certified by the Secretary of State or other appropriate official of the jurisdiction of the Purchaser's incorporation and (ii) there must not be any injunction, judgment, order, decree, ruling, certificates from the Secretary of State or charge in effect preventing consummation of any other appropriate official of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any jurisdiction of the transactionsPurchaser's incorporation to the effect that the Purchaser is in good standing or subsisting in such jurisdiction, contemplated by this Agreementlisting all charter documents of the Purchaser on file;
(iiic) any required waiting period under the HSR Act Seller shall have expired received a certificate, dated the Closing Date and executed by the Secretary or early termination shall have been granted with respect to such periodan Assistant Secretary of the Purchaser, in form and substance customary for transactions of this type;
(ivd) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer received HSR approval and an original of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed consents, approvals or waivers set forth on Schedules 4.3(a) and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing4.3(b); and
(ixe) the Buyer Seller shall have deliveredreceived the Opinion of the Purchaser's Counsel dated as of the Closing Date, or caused to be delivered, to substantially in the Seller each Transaction Agreement to which any Buyer Party is a party. form attached hereto as Exhibit G.
(f) The Seller may waive any condition specified Board of Directors of the Company shall have approved the transactions contemplated in this Section 7(b) if it executes a writing so stating at or before the ClosingAgreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Magellan Health Services Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 6.3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date Closing Date;
(B) The Purchaser shall have performed and complied with all of this Agreement and at Closing its covenants hereunder in all material respects through the Closing;
(except for those that refer to a specific dateC) no action, which must suit, or proceeding shall be true and correct pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge could:
(without giving effect to 1) prevent consummation of any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunder;; or
(ii2) there must not cause any of the transactions contemplated by this Agreement to be any rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(D) all certificates, opinions, instruments, and other documents required to effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority hereby will be reasonably satisfactory in form and substance to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(vE) taken together, the effect of all inaccuracies of representations and warranties Release of the Mortgage and Security Agreement currently held by BankBoston, N.A. and any other required consents for the Options and the office space Lease of Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Restricted Area;
(viF) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer Receipt of immediately available federal funds;
(vii) each an assumption of the Commercial Agreements shall have been executed and delivered by each Assumed Liabilities from the Purchaser, to reflect the adjustments required in order to cause the payment of the parties thereto;
(viii) with respect Holdback to each Other equal the Final Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingPrice; and
(ixG) The receipt of the Buyer consent of BankBoston, N.A. for the transaction contemplated hereby. In the event that any of the consents are not obtained with respect to (E) above, then the Purchaser shall have delivered, or caused the right to be delivered, to exclude the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before Assets affected thereby from the ClosingIncluded Assets.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement Closing Date as though made on and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunderClosing Date;
(ii) there must not the Buyers shall have performed and complied with all of their covenants hereunder in all respects through the Closing;
(iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any injunctioncourt or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit impose damages or action pending by a Governmental Authority to enjoin the consummation of penalties upon any of the transactionsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such judgment, order, decree, stipulation, injunction, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damagethe Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise except as may be provided in the specific representation, destruction warranty or condemnation covenant at issue) to the effect that each of the type described conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the first sentence statements contained in such certificate shall be deemed a warranty of Section 5(e), the Buyer’s election to close must have been exercised and, in Buyers which shall survive the case of Section 5(e)(ii)(x), agreed to by the SellerClosing;
(v) taken together, the effect of all inaccuracies of representations and warranties each of the Seller as described Assignment Applications shall have been approved by a Final Order of the FCC 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 Section 7(a)(i)(A) is less than three million dollars ($3,000,000)the Disclosure Schedule;
(vi) the Buyer relevant parties shall have delivered to entered into the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Postclosing Agreement; and
(vii) each the environmental assessments to be obtained by Buyer with respect to Seller's Owned Real Property and Pensacola Studio shall not disclose environmental contamination or potential environmental contamination with an aggregate estimated remediation cost in excess of Five Thousand Dollars ($5,000), and Buyer shall not have agreed to cover the Commercial Agreements shall have been executed and delivered by each cost of the parties theretoremediation in excess of Five Thousand Dollars ($5,000);
(viii) with respect to each Other Purchase Agreementbetween January , 1999, and the Closing Date, no federal or state tax legislation shall have been enacted which shall cause a material increase in the combined federal and state income taxes (including capital gain taxes) payable by either the Seller or its Members, or a combination of the Seller and its Members, as defined a result of the consummation of the transaction described herein; provided, however, that Buyer shall not have agreed to compensate Seller or its Members for any increase in taxes beyond the material increase. Material increase for purposes of this subparagraph shall mean a more than 2.5 percent increase in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; andcombined federal or state income taxes;
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at on or before the ClosingClosing Date, the Buyers and Gregxxx Xxxxxx xxxll have entered into an Employment Agreement in the form attached hereto as Exhibit F, provided, however, that if Gordxx xxxls or refuses to enter into the Employment Agreement on or before the Closing Date, this condition shall be deemed waived by Seller;
(x) all actions to be taken by the Buyers in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller -------------------------------------- to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) Section4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated effect that each of the conditions specified above in Section7(b)(i)-(iii) is satisfied in all respects;
(v) the Seller shall have received the Required Consents of Seller and all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section3(c) and Section4(c) above;
(vi) all conditions have been satisfied to the obligations of the parties to the Stock Purchase Price set forth Agreement and the Units Purchase Agreement and the closings of the transactions contemplated in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsStock Purchase Agreement and the Units Purchase Agreement shall occur simultaneously with the Closing;
(vii) each of the Commercial Agreements Valcor and Newco shall have been executed entered into a Stock Purchase Agreement in form and delivered by each of the parties theretosubstance reasonably satisfactory to Buyer and Valcor;
(viii) Simultaneously with the Closing, Newco (or Seller) and Buyer shall enter into a lease by Buyer to Newco (or to Seller) with respect to each Other Purchase Agreementthe Real Property, the Closing (as defined which lease shall be in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closingform and substance reasonably satisfactory to Buyer and Seller; and
(ix) all actions to be taken by the Buyer shall have deliveredin connection with consummation of the transactions contemplated hereby and all certificates, or caused instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(bSection7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 3 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must shall not be any injunction, judgment, order, decree, ruling, or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects;
(v) the Interim Parties shall have received all necessary authorizations, consents, and approvals of Governmental Authorities, if any, for the consummation of the transactions contemplated by this agreement and the Pebra Agreement;
(vi) the Seller shall have received from counsel to the Buyer an opinion addressed to the Seller, and dated as of the Closing Statement Date, in cash by wire transfer of immediately available federal fundsform and substance reasonably satisfactory to Seller’s counsel;
(vii) each all actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, instruments, and other documents required to effect the parties theretotransactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller;
(viii) with respect the Seller shall have received all necessary consents of its lenders to each Other Purchase Agreement, this Agreement and the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with of the Closing; andtransactions contemplated hereby;
(ix) the German Buyer shall have deliveredexecuted, or caused to be delivered, to delivered and performed its obligations under the Seller each Transaction Agreement to which any Buyer Party is a partyPebra Agreement; and
(x) the Parties shall have entered into the Lease. The Seller may waive any condition conditions specified in this Section 7(b5(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Transtechnology Corp)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained in Section 3(b) shall this Agreement, including Article 3, must be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would the Closing;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall must have performed and complied in all material respects with all each of its covenants and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of hereunder through the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this AgreementClosing;
(iii) any the Buyer must have timely delivered all items required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such periodbe delivered at Closing pursuant to Section 2(e);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e)Buyer must have obtained all consents set forth on Schedule 7(c)(iv) (collectively, the Buyer’s election “Buyer Required Consents”) in form reasonably acceptable to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;; and
(v) taken together, the effect of all inaccuracies of representations and warranties closing of the Seller transactions contemplated under the MOPL PSA and the Poseidon PSA must be completed concurrently with the Closing, as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered such transactions may be modified pursuant to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer terms of immediately available federal funds;
(vii) each of the Commercial Agreements such agreements; provided, however, that this condition shall be deemed to have been executed and delivered by each of the parties thereto;
(viii) met with respect to each Other Purchase Agreement, the Closing Poseidon PSA if there is an exercise of the Poseidon ROFR Provisions (as defined in such Other Purchase Agreementthe Poseidon PSA) under such Other Purchase Agreement shall have occurred simultaneously with prior to the Closing; and
(ix) provided, further, that this condition shall be deemed to be satisfied with respect to either or both of the Poseidon PSA and the MOPL PSA, as applicable, if the transactions contemplated thereby fail to close for any reason other than a breach by the Buyer shall have deliveredof its representations, warranties, covenants or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a partyobligations under either such agreement. The Seller may waive any condition specified in this Section 7(b7(c) if it executes and delivers to the Buyer a writing so stating at or before the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iic) there must not no action, suit, or proceeding shall be 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement, (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation, or (iii) any required waiting period under affect adversely the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation right of the type described Buyer to own the Assets and to operate the business associated with the Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vid) immediately prior to the Closing, there shall be not more than 2,000,000 Buyer Shares issued and outstanding, and there shall not be any other securities of Buyer issued and outstanding;
(e) the Buyer shall have delivered duly amended its Amended Certificate of Incorporation to change the Seller name of the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Buyer to “PureSpectrum, Inc.
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ixf) the Buyer shall have delivered, or caused duly amended its Bylaws to be deliveredin the form attached hereto as Exhibit 5.4.
(g) at the Closing Date, to all of the directors and officers of the Buyer shall resign and at least a majority of the directors of the Seller each Transaction Agreement to which any shall become directors of the Buyer Party is a party. The Seller may waive any condition specified in this Section 7(bas of the Closing Date.
(h) if it executes a writing so stating at or before the Closing.Buyer and the Buyer’s officers, directors and Affiliates shall be current on all filings with the SEC required under the Securities Exchange Act;
Appears in 1 contract
Samples: Purchase and Sale Agreement (International Medical Staffing)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Seller of the following conditions:
(ia) (A) the The representations and warranties of the Buyer contained set forth in Section 3(b) shall this Agreement will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects as of the date of this Agreement and at as of the Closing Date (except for those that refer to a specific the extent such representations and warranties speak as of another date, in which must case such representations and warranties will be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such other date), except where all inaccuracies the failure of such representations and warranties would (or could reasonably to be expected to) so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement, and (B) . The Seller will have received a certificate signed on behalf of the Buyer shall by a duly authorized officer of the Buyer to such effect.
(b) The Buyer will have performed in all material respects with all of its the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and agreements hereunder;the other transactions contemplated by this Agreement. The Seller will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect.
(iic) there must not be All applicable waiting periods (and any injunctionextensions thereof) will have expired or otherwise been terminated and the parties hereto will have received all other authorizations, judgmentconsents and approvals of all Governmental Entities in connection with the execution, orderdelivery and performance of this Agreement and the transactions contemplated hereby.
(d) No temporary, decree, ruling, preliminary or charge in effect permanent restraining Order preventing the consummation of the Acquisition will be in effect.
(e) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any Governmental Entities, lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers.
(f) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority hereby and all certificates, opinions, instruments, and other documents required to enjoin effect the consummation of any of the transactions, transactions contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect hereby will be satisfactory in form and substance to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is are subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) Sections 4 and 5 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) there must not the Seller shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation the Purchaser shall have received the resignation of the type described in sole officer and director of the first sentence of Section 5(e), Company and the Buyer’s election to close must designees specified by the Purchaser will have been exercised and, in appointed as officers and directors of the case of Section 5(e)(ii)(x), agreed to by the SellerCompany;
(v) taken together, Company's board resolution approving the effect of all inaccuracies of representations transaction together with officer and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)secretary's certificates;
(vi) the Buyer shall have delivered Company's Indemnification letter to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsagent;
(vii) each of the Commercial Agreements shall Purchaser will have been executed received such pay-off letters and delivered by each of releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the parties thereto;Purchaser; and
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement The Purchaser shall have occurred simultaneously with received the books and records of the Company prior to Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller Purchaser may waive any condition specified in this Section 7(b10(a) if it executes a writing so stating at or before prior to the ClosingClosing in writing executed by the Purchaser.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(bss. 4(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all at and as of its covenants and agreements hereunderthe Closing Date;
(ii) the Buyer and ASC shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(iii) there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iiiiv) the Buyer and ASC shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in ss. 8(b)(i)-(iii) is satisfied in all respects;
(v) all applicable waiting periods (and any required waiting period extensions thereof) under the HSR Xxxx-Xxxxx-Xxxxxx Act shall have expired or early termination otherwise been terminated and the Parties and the Companies shall have been granted with respect received all other authorizations, consents, and approvals of governments and governmental agencies referred to such period;
(ivin ss. 4(a)(ii), ss. 4(b)(ii), and ss. 5(c) if there has been damageabove including, destruction or condemnation without limitation, ss. 5(c) of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Disclosure Schedule;
(vi) the Buyer and the Seller shall have delivered entered into a licensing agreement with respect to the Seller the estimated Purchase Price certain software owned by SSRC and a licensing agreement with respect to certain trademarks, logos, service marks, symbols or trade names as set forth in Exhibits D and E attached hereto and the Interim Closing Statement same shall be in cash by wire transfer of immediately available federal fundsfull force and effect;
(vii) each of the Commercial Agreements Buyer shall have been executed entered into a purchase agreement for Xx. Xxxxxxxx Xxxxxx's residence at Polo Place, 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 in form and delivered by each of substance as set forth in Exhibit C attached hereto and the parties theretosame shall be in full force and effect;
(viii) with respect the Seller shall have received from counsel to each Other Purchase Agreementthe Buyer an opinion addressed to the Seller in form and substance reasonably satisfactory to the Seller's counsel, and dated as of the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingDate; and
(ix) all actions to be taken by the Buyer shall have deliveredand ASC in connection with consummation of the transactions contemplated hereby and all certificates, or caused opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(bss. 8(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all materiaL respects at and as of the date of this Agreement Closing Date, and at Closing (except for those that refer to a specific date, all the representations and warranties set forth in Section 4 above which must are qualified by "material" or materiality shall be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) in all respects at and as of such date), except where all inaccuracies of such representations and warranties would the Closing Date.
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunder;hereunder in all material respects through the Closing.
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
(iii) any required waiting period under the HSR Act Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;be in effect.
(iv) if there has been damage, destruction or condemnation the Buyer shall have a commitment(s) for an equity financing with gross proceeds to the Buyer of the type described at least $20,000,000 (at least 70% of which shall be in the first sentence form of Section 5(e), the Buyer’s election to close must have been exercised and, cash and no more than 30% shall be in the case form of Section 5(e)(ii)(xa promissory note (without any performance contingencies), agreed to by the Seller;).
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate, executed by the estimated Purchase Price president or chief financial officer of the Buyer, to the effect that each of the conditions specified in Section 7(b)(i)-(iv), and (viii) have been satisfied in all respects.
(vi) the Buyer shall have executed and delivered the Warrants in form and substance as set forth in EXHIBITS B and C attached hereto, the Interim Closing Statement in cash by wire transfer of immediately available federal funds;Patent Assignment Agreement attached hereto as EXHIBIT D, and the MemberWorks Transition Agreement attached hereto as EXHIBIT E.
(vii) each all actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller and its counsel.
(viii) with respect the Buyer shall have received all (A) authorizations, consents and approvals required to each Other Purchase Agreementconsummate this Agreement and the transactions contemplated hereby and (B) all other authorizations, consents and approvals set forth herein, and such authorizations, consents and approvals shall be in full force and effect on the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; andDate.
(ix) the Buyer shall have delivered, or caused to be delivered, delivered to the Seller a certificate executed by the secretary of the Buyer dated as of the Closing Date, certifying (i) the resolutions of the board of directors of Buyer authorizing the transactions contemplated hereby, (ii) incumbency matters, and (iii) such other proceedings relating to the authorization, execution and delivery of this Agreement and the transactions contemplated hereby as may be reasonably requested by the Seller.
(x) the Buyer shall have entered into agreements with each Transaction of Pentech Financial Services, Inc. and AboveNet Communications, Inc., respectively, that release the Seller from all obligations and liabilities accruing from and after August 1, 2001 under (A) that certain Master Equipment Lease No. 300771 by and between the Seller and Pentech Financial Services, Inc., dated May 1, 2000, and (B) that certain Internet Services and Co-Location Agreement to which any Buyer Party is a partyby and between Seller and AboveNet Communications, Inc., dated April 7, 2000. The Seller may waive any condition specified in this Section 7(b) if it executes a writing specifically so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) Date;
ii. the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(ii) there must not iii. no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement Agreement, or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) iv. the Seller and the Buyer shall have entered into the Assignment and Assumption of Contracts and the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsRegistration Rights Agreement;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) v. the Buyer shall have delivered, or caused to be delivered, delivered to the Seller a certificate to the effect that each Transaction Agreement of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects;
vi. the Buyer shall have delivered to which any the Seller evidence of the instructions to the Buyer's transfer agent to transfer (A) to the Seller, a number of the Buyer Party is a partyShares equal to eighty percent (80%) of the Purchase Price divided by the Closing Price, and (B) to the Escrow Agent, the Escrow Shares;
vii. the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit H attached hereto, addressed to the Seller, and dated as of the Closing Date;
viii. the Seller's board of directors shall have approved this Agreement; and
ix. all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Seller of the following conditions:
(ia) (A) the The representations and warranties of the Buyer contained set forth in Section 3(b) shall this Agreement will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects as of the date of this Agreement and at as of the Closing Date (except for those that refer to a specific the extent such representations and warranties speak as of another date, in which must case such representations and warranties will be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such other date), except where all inaccuracies the failure of such representations and warranties would (or could reasonably to be expected to) so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement, and (B) . The Seller will have received a certificate signed on behalf of the Buyer shall by a duly authorized officer of the Buyer to such effect.
(b) The Buyer will have performed in all material respects with all of its the covenants required to be performed by it under this Agreement at or prior to the Closing, except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and agreements hereunder;the other transactions contemplated by this Agreement. The Seller will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect.
(iic) there must not be any injunctionNo temporary, judgment, order, decree, ruling, preliminary or charge in effect permanent restraining Order preventing the consummation of any the Acquisition will be in effect.
(d) The Seller shall have entered into an employment agreement with the Buyer, in the form mutually agreeable to the parties thereto.
(e) The Seller or Seller’s Affiliate shall have entered into the Lease with the Companies or the Buyer in the form mutually agreeable to the parties thereto.
(f) Buyer shall have issued the Working Capital Note at the Closing, in the form mutually agreeable by the Buyer and the Seller; and the Buyer and the Seller shall have entered into the guaranty and security agreements in the form mutually agreeable to the parties thereto.
(g) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority hereby and all certificates, opinions, instruments, and other documents required to enjoin effect the consummation of any of transactions contemplated hereby will be satisfactory in form and substance to the transactions, contemplated by this Agreement;
(iii) any required waiting period under Seller. In the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election event all conditions to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to are not met by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at on or before the ClosingClosing Date, Seller shall have the right, in his sole discretion to terminate this Agreement.
Appears in 1 contract
Samples: Stock and Membership Interest Purchase Agreement (1847 Holdings LLC)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) Sec. 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certifi- cate to the estimated Purchase Price set forth effect that each of the conditions specified above in Sec. 7(b)(i)- (iii) is satisfied in all respects;
(v) the Interim Closing Statement Seller and the Buyer shall have received all author- izations, consents, and approvals of governments and governmental agencies referred to in cash by wire transfer of immediately available federal fundsSec. 3(c) and Sec. 4(c) above;
(vi) the relevant parties shall have entered into the Ancillary Agreements, and the same shall be in full force and effect;
(vii) each the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit I attached hereto, addressed to the Seller, and dated as of the Commercial Agreements shall have been executed and delivered by each of the parties theretoClosing Date;
(viii) all actions to be taken by the Buyer in connection with respect consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to each Other Purchase Agreement, effect the Closing (as defined transactions contemplated hereby will be satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with form and substance to the ClosingSeller; and
(ix) the Buyer shall have delivered, or caused to be delivered, to representations and warranties of the Seller each Transaction set forth in Sec. 3(u) of this Agreement shall be true and correct except with respect to which any Buyer Party is fact, occurrence or event that would not reasonably be expected to have a partymaterial adverse effect on the Business. The Seller may waive any condition specified in this Section Sec. 7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Great Lakes Acquisition Corp)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) shall 5 will be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects (except to the extent any such representation or warranty is qualified by materiality in Section 5)at and as of the Closing Date;
(b) the Purchaser will have performed and complied with all of its covenants and agreements hereunderhereunder in all material respects (except to the extent that any such covenant is qualified by materiality) through the Closing;
(iic) there must will not be any action, suit or proceeding pending or threatened before any Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would (i) prevent the consummation of any of the transactions contemplated by this Agreement or any suit Ancillary Agreement or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this AgreementAgreement or any Ancillary Agreement to be rescinded following consummation;
(iiid) the Purchaser will have delivered to the Seller a certificate to the effect that each of the conditions specified above is satisfied in all respects;
(e) all applicable waiting periods (and any required waiting period extensions thereof) under the HSR Xxxx-Xxxxx-Xxxxxx Act shall and the Swedish Competition Act, in each case, to the extent applicable, will have expired or early termination otherwise been terminated without the objection of any relevant Governmental Authority;
(f) the Purchaser will have executed and delivered to the Seller the documents identified in Section 3.3;
(g) all consents, approvals and authorizations identified on Schedule 4.3 shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to obtained by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vih) the Buyer shall Purchaser will have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingPrice; and
(ixi) the Buyer shall Purchaser will have delivered, or caused to be delivered, executed and delivered to the Seller each Transaction and/or its successor the Transition Services Agreement to which any Buyer Party is a party(including the related side letter by and between the Purchaser and the Seller). The Seller may waive any condition conditions specified in this Section 7(b) 9.2, other than Section 9.2(e), if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by it in connection with the Closing is contemplated herein are subject to satisfaction (or waiver by them) of the following conditions:
(ia) Capsalus shall have provided to the Seller through September 30, 2010, all audited and unaudited financial statements prepared in accordance with generally accepted accounting principles by independent accountants of Capsalus. Capsalus shall also provide, as of a date within thirty days of Closing, an update on any material change in the aforementioned financial statements.
(Ab) Each party shall have granted to the representations other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and warranties records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of the Buyer contained all kinds in Section 3(b) accordance with Sections 5 and 6 hereof, and each party shall be true and correct (without giving effect satisfied to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects proceed with all of its covenants and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement upon completion of such examination and investigation.
(c) The Exchange Transaction shall be approved by the shareholders of Capsalus, if deemed necessary or appropriate by counsel of Capsalus, within thirty (30) days following execution of this Agreement. If such a shareholder meeting is deemed necessary, the management of Capsalus agrees to recommend approval to its shareholders and to solicit proxies in support of the same. Any proxy material to be provided to the Capsalus Shareholders shall be prepared and filed with the SEC as required by their SEC proxy Rules and Regulations.
(d) Capsalus and the Seller shall agree to indemnify each other against any suit liability to any broker or action pending finder to which that party may become obligated.
(e) The Exchange Transaction shall be approved by the Board of Directors of both the Company and Capsalus. Furthermore, the Exchange Transaction shall be approved by the shareholders of the Company, if deemed necessary or appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. If such a Governmental Authority shareholder meeting is deemed necessary, the management of the Company and Capsalus agree to enjoin recommend approval to their respective Shareholders and to solicit proxies in support of the same.
(f) Capsalus and Seller and their respective legal counsel shall have received copies of all such certificates and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions contemplated hereby, and all such certificates, opinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel.
(g) Both the Seller and Capsalus shall have the right to waive any or all of the transactionsconditions precedent to its obligations hereunder not otherwise legally required; provided, contemplated however, that no waiver by this Agreement;a party of any condition precedent to its obligations hereunder shall constitute a waiver by such party of any other condition.
(iiih) any required waiting period under the HSR Act Capsalus shall have expired obtained all necessary Blue Sky approvals or early termination exemptions for the issuance of the Exchange Securities required prior to the Closing Date.
(i) The Seller shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation received from the Company accountants an opinion that the Exchange Transaction meets the requirements of a reorganization within the meaning of Section 368 of the type described in the first sentence Internal Revenue Code of Section 5(e)1986, the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closingamended.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to contemplated by this Agreement shall be performed by it in connection with the Closing is subject to satisfaction the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
(a) The shareholders of InterServ International Inc., the ultimate shareholder of the Seller, shall have approved the execution and performance of this Agreement and consummation of the transactions contemplated herein through a duly convened shareholder meeting.
(i) (A) Each of the representations and warranties of made by Buyer hereunder, (A) to the Buyer contained in Section 3(b) extent qualified by materiality, shall be true and correct and (without giving effect to any qualification as to materiality or any supplements or amendments B) to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing (except for those that refer to a specific dateextent not so qualified, which must shall be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) in all material respects, in each case on and as of such date), except where all inaccuracies of the Closing Date as though such representations and warranties would were made on and as of the Closing Date.
(or could reasonably be expected toii) not adversely affect The Sellers shall have received a certificate of the ability Buyer, dated the Closing Date and executed by the duly authorized executive officer of the Buyer certifying that each of the representations and warranties contained in this Agreement (A) to consummate the extent qualified by materiality, true and correct and (B) to the extent not so qualified, true and correct in all material respects, in each case on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date.
(c) There shall be no legal action, dispute, claim, suit, investigation or other proceeding by or before any Governmental Entity or arbitration pending, no restraining order, injunction, cease and desist order or other legal restraint or prohibition (whether temporary, preliminary or permanent) of any Governmental Entity in effect, and no statute, rule, regulation or order promulgated or enacted by any Governmental Entity, that would restrain, prohibit, materially modify or invalidate the transactions contemplated by this Agreement, and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunder;.
(iid) there must not be any injunctionEach consent, judgmentapproval, authorization, order, decreeregistration, ruling, filing or charge qualification of or with any third party or Governmental Entity required in effect preventing connection with the consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;duly obtained or made, as applicable, and shall be in full force and effect.
(ive) if there has been damage, destruction There shall not have occurred and be continuing any material breach or condemnation violation of this Agreement on the part of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following further conditions:
(i) (A) the 8.3.1 The representations and warranties of the Buyer Parties contained in Section 3(b) this Agreement and in the Related Documents shall be true and correct in all material respects (without giving effect to any qualification as to except for those representations and warranties which are qualified by materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)Material Adverse Effect, which shall be true and correct in all respects) at and as of the date hereof and as of this Agreement the Closing Date, as if made at and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability Seller shall have received a certificate signed by a senior executive officer of the Buyer to the foregoing effect.
8.3.2 The Buyer Parties shall have performed in all material respects all of their obligations hereunder and under the Related Documents required to be performed by them at or prior to the Closing Date, and the Seller shall have received a certificate signed by a senior executive officer of the Buyer to the foregoing effect.
8.3.3 The Seller shall have received duly executed originals of each of the Related Documents from the Buyer Parties, to the extent required to be so executed and delivered at or prior to the Closing.
8.3.4 The Seller shall have received from the Buyer (i) copies of GHBV’s and GBVI’s charter documents as effective on the Closing Date and (ii) copies of resolutions duly adopted by the board of directors of the Buyer and the directors of each of GHBV and GBVI authorizing this Agreement and the Related Documents and the transactions contemplated hereby and thereby.
8.3.5 The Buyer Parties shall have delivered to the Seller such other documents and instruments as the Seller may reasonably request and are reasonably required to consummate the transactions contemplated by this Agreement, Agreement and (B) the Buyer shall have performed in all material respects with all of its covenants and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the ClosingRelated Documents.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
: (i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b4(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date; (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunder;
hereunder in all material respects through the Closing; (iiiii) there must shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
; (iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 8(b)(i)-(iii) is satisfied in all respects; (v) the Interim Closing Statement Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in cash Section 4(a)(ii), Section 4(b)(ii), and Section 5(c) above; (vi) the Seller and the Company shall have entered into an employment agreement pursuant to which the Seller is employed by wire transfer of immediately available federal funds;
the Company in substantially the form attached hereto as Exhibit D; (vii) each all actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed transactions contemplated hereby and delivered by each of all certificates, opinions, instruments, and other documents required to effect the parties thereto;
transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller; and (viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement Seller shall have occurred simultaneously with received the Closing; and
initial installment of the Purchase Price as contemplated by Section 2 hereof. (ix) the Buyer and the Seller shall have delivered, or caused to be delivered, to entered into a registration rights agreement in substantially the Seller each Transaction Agreement to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closingform of Exhibit E hereto.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller Entities to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed and complied in all material respects with all of its the covenants and agreements hereunderof the Buyer hereunder that are required to be performed or complied with prior to the Closing;
(iiiii) there must not no action, suit, or proceeding (other than any action, suit or proceeding to which Sections 5(b) or 7(b)(v) refer or relate) shall be pending 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 in effect preventing would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 7(b) (i) - (iii) is satisfied in all respects;
(v) the Interim Closing Statement Parties and the Company shall have received all of the Requisite Consents; provided, however, that the foregoing condition to the obligation of the Seller Entities shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Seller Entities’ breach of any representation, warranty or covenant hereunder or the Seller Entities’ withdrawal of its application for any such authorization, consent or approval;
(vi) Any Person required in cash by wire transfer of immediately available federal fundsconnection with the transactions contemplated hereby to file a notification and report form in compliance with the HSR Act shall have filed such form;
(vii) each the Seller Entities shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to the Seller, and dated as of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;Closing Date; and
(viii) with respect all certificates, opinions, instruments, and other documents required to each Other Purchase Agreement, effect the Closing (as defined transactions contemplated hereby will be reasonably satisfactory in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partyEntities. The Seller Entities may waive any condition specified in this Section 7(b) if it executes they execute a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions:
(ia) (A) Each of the representations and warranties of the Buyer contained set forth in Section 3(b) this Agreement that is qualified by materiality shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) at and as of the date of this Agreement Closing Date as if made at and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, (ii) for changes explicitly contemplated by this Agreement, or (iii) for circumstances under which the breach of the representation or warranty would (or could not reasonably be expected to) not adversely affect to materially impair or delay the ability of the Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated by this Agreement, hereby and thereby.
(Bb) the The Buyer shall have performed or complied in all material respects with all of its obligations and covenants and agreements hereunder;
(ii) there must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated required by this Agreement to be performed or any suit complied with at or action pending by prior to the Closing Date.
(c) The Seller shall have received a Governmental Authority to enjoin certificate dated the consummation of any Closing Date signed on behalf of the transactions, contemplated Buyer by this Agreement;an officer of the Buyer to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied (the “Buyer Closing Certificate”).
(iiid) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the The Buyer shall have executed and delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been all agreements and other documents required to be executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement pursuant to which any Buyer Party is a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing2.7(b).
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions:
7.2.1 the Seller and Telecom shall have entered into a commercial lease for the premises located at 285 and 000 Xxxxxxxxxx Xxxxx in the city of Wauconda, Lake County, Illinois, on terms and conditions satisfactory to the Parties;
7.2.2 Seller shall have received from American National Bank and Trust Company of Chicago (i"American") (A) a full release and discharge as guarantor under all loans made by American to Telecom;
7.2.3 the representations and warranties of the Buyer contained set forth in Section 3(b) 3.2 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all Material respects at and as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) Date;
7.2.4 the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(ii) there must not 7.2.5 no Material action, suit, or proceeding shall be 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vi) 7.2.6 the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price effect that each of the conditions specified above in Section 7.2.3 -- 7.2.5 is satisfied in all Material respects;
7.2.7 the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each Seller, and dated as of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingDate; and
(ix) 7.2.8 all actions to be taken by the Buyer shall have deliveredin connection with consummation of the transactions contemplated hereby and all payment, or caused certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) 7.2 if it he executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b3.2 or in any Exhibit or Schedule which are qualified or limited with respect to materiality (whether by reference to "Material Adverse Effect" or otherwise) or any threshold amount (whether expressed individually or in the aggregate), shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects as of the date hereof and at and as of the Closing Date, and the Buyer's representations and warranties that are made in this Agreement or in any Exhibit or Schedule which are not so qualified or otherwise limited with respect to materiality (whether by reference to "Material Adverse Effect" or otherwise) or any threshold amount (whether expressed individually or in the aggregate), shall be true and correct in all material respects as of the date hereof and at and as of the Closing (except for those Date in each case with the same effect as though such representations and warranties were made at and as of the Closing; provided that refer to if a representation or warranty is expressly made only as of a specific date, which must it need only be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies and the Seller shall have received the Buyer Closing Certificate required by Section 7.2(g) below dated as of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of Closing Date executed by the Buyer to consummate the transactions contemplated by this Agreement, and such effect;
(Bb) the Buyer shall have performed in all material respects and complied with all of its covenants hereunder through the Closing in all material respects (determined without regard to any materiality qualifiers, including, without limitation, Material Adverse Effect), and agreements hereunderthe Seller shall have received the Buyer Closing Certificate dated as of the Closing Date executed by the Buyer to such effect;
(iic) there must shall not be have been any injunction, judgment, order, decree, rulingruling or charge commenced, threatened or entered by or before any Governmental Authority that (i) prohibits, seeks to prohibit, or charge imposes or seeks to impose substantial damages in effect preventing connection with, the consummation of the transactions contemplated by this Agreement, or (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation;
(d) between the date of this Agreement and the Closing Date, there shall not have been an event or any suit occurrence that has had or action pending by could reasonably be expected to have a Governmental Authority Material Adverse Effect;
(e) all material third party consents required to enjoin effectuate the consummation of any of the transactions, transaction contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall Agreement have been granted with respect received on terms acceptable to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised andSeller, in its reasonable discretion, including without limitation the case approval of Section 5(e)(ii)(x), agreed any Governmental Authority for the transfer of any Permits that are required to by be received at or prior to Closing to effectuate the Seller;
transaction (v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described other than may be provided for in Section 7(a)(i)(A) is less than three million dollars ($3,000,0006.5);
(vif) The Seller shall have received an opinion of counsel to the Buyer addressed to the Seller substantially in the form of Exhibit H;
(g) The Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) effect that each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viiiconditions specified in subsections 7.2(a)-(c) with respect to each Other Purchase Agreement, the Closing (as defined is satisfied in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closingall respects; and
(ixh) the Buyer AEP Contract has been terminated or amended in form and substance that is acceptable to the Seller; provided that it is expressly understood that the Seller has no obligation to seek or accept any such termination or amendment on terms other than the Seller determines are acceptable to it in its sole discretion; and
(i) all necessary filings and notifications to any Governmental Authority and any required governmental approvals shall have delivered, or caused been obtained to be delivered, to consummate the Seller each Transaction Agreement to which any Buyer Party is a partytransactions contemplated under this Agreement. The Seller may waive any condition specified in this Section 7(b) 7.2 if it executes a writing so stating at or before the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) 4 shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date Closing Date as if made at and as of this Agreement and at the Closing (Date, except for those that refer to a specific datethe effects of actions contemplated herein or permitted hereunder;
(ii) if the All Cash Alternative has not become applicable, which must the representations and warranties of the Buyer set forth in Section 3 of the Asset Transfer Agreement shall be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) in all material respects at and as of such date)the Closing Date as if made at and as of the Closing Date, except where all inaccuracies for the effects of such representations and warranties would actions contemplated herein or permitted hereunder or contemplated in or permitted under the Asset Transfer Agreement;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Biii) the Buyer shall have performed and complied in all material respects with all of its covenants hereunder (and agreements hereunderunder the Asset Transfer Agreement unless the All Cash Alternative has become applicable) that are to be performed or complied with prior to the Closing;
(iiiv) there must not no action, suit or proceeding shall be pending 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 (A) prevent consummation of any of the transactions contemplated by this Agreement (excluding the transfer of the Aseptic Business to the Seller if the All Cash Alternative has become applicable), (B) cause any of the transactions contemplated by this Agreement (excluding the transfer of the Aseptic Business to the Seller if the All Cash Alternative has become applicable) to be rescinded following consummation or (C) unless the All Cash Alternative has become applicable, affect materially and adversely the right of the Seller to own and control the Aseptic Business and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied;
(vi) the Seller shall have procured all third party authorizations, consents and approvals required under its credit facilities identified in the Interim Closing Statement in cash by wire transfer section of immediately available federal fundsthe Seller Disclosure Schedule corresponding to Section 3(a)(iii);
(vii) each all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx with respect to the transactions contemplated by this Agreement (excluding the transfer of the Commercial Agreements Aseptic Business to the Seller if the All Cash Alternative has become applicable) shall have expired or otherwise been executed terminated and delivered by each the Parties, Dean Xxxernational and the Targets shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3(a)(iii), 3(b)(iii) and 4(c) and in the sections of the parties Seller Disclosure Schedule and Buyer Disclosure Schedule corresponding thereto;
(viii) with respect the Seller and the transferee of its rights in and to each Other Purchase Agreement, the Birds Eye Dips Trademark shall have entered into the Closing (as defined in such Other Purchase Date Birds Eye License Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and;
(ix) the Buyer Seller shall have deliveredreceived from the transferee of Seller's rights as licensor under the Existing Birds Eye License Agreement a duly executed assumption document with respect to such License Agreement (and, or caused if applicable, the related guarantee contemplated in Section 2(c));
(x) the Seller shall have received from special counsel to the Buyer an opinion as to the respective matters set forth in Exhibit F attached hereto, based on customary reliance and subject to customary qualifications, addressed to the Seller, and dated as of the Closing Date; and
(xi) all actions to be deliveredtaken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(a) (i) (A) each of the representations and warranties contained in Sections 3.2(a) (Organization of the Buyer contained in Section 3(bBuyer), 3.2(b) (Authorization of Transaction) shall be true and correct in all respects, and (without giving effect to any qualification as to ii) each of the representations and warranties contained in Section 3.2 of this Agreement other than those listed in clause (i) of this Section 7.2(a) that are qualified by materiality or any supplements or amendments to shall be true and correct in all respects, and the Schedules made pursuant to representations and warranties set forth in Section 5(i)) 3.2 that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and at as of the Closing (Date as though made on and as of the Closing Date, except for those that refer to the extent such representations and warranties are made on and as of a specific specified date, in which must case the same will continue on the Closing Date to be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such the specified date), except where all inaccuracies of such representations and warranties would ;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall will have performed in all material respects and complied with all of its covenants and agreements hereundercontained in this Agreement in all material respects through the Closing;
(iic) there must not no action, suit or proceeding will be pending or threatened before any Governmental Authority in which an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would: (i) prevent consummation of any of the transactions contemplated by this Agreement Agreement; or any suit or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act shall have expired and no such injunction, judgment, order, decree, ruling or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described charge will be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vid) the Buyer shall will have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in the Interim Closing Statement this Section 7.2(a) to (c) is satisfied in cash by wire transfer of immediately available federal fundsall respects;
(viie) each the Buyer will have entered into the Transition Services Agreement; Table of Contents
(f) the Company (at the direction of the Commercial Agreements shall Buyer) will have been executed and delivered by each of entered into amendments on commercially reasonable terms related to the parties theretoLong-Term Agreements, on the general terms set forth on Exhibit C;
(viiig) with respect to each Other Purchase the Buyer will have entered into the Escrow Agreement;
(h) the Buyer will have delivered a certificate of incumbency, dated as of the Closing (Date, as defined in such Other Purchase Agreement) under such Other Purchase to the officers and other personnel of the Buyer executing this Agreement shall have occurred simultaneously with and any certificate, instrument or document to be delivered by the Buyer at the Closing;
(i) the Buyer will have delivered a certified copy of corporate resolutions authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and
(ixj) the Buyer shall have delivered, or caused to be delivered, to and the Seller each Transaction will have received approval of the transactions contemplated by this Agreement to which any Buyer Party is a partyfrom the MN PUC and the FCC. The Seller may waive any condition specified in this Section 7(b) if it executes 7.2 by providing a writing so stating written waiver at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the First Closing or the Accounts Receivable Closing, as the case may be, is subject to satisfaction of the following conditions:
(i) (Aa) the representations and warranties of the Buyer contained set forth in Section 3(b) Article IV above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement First Closing Date and at the Accounts Receivable Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements Date to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of extent such representations and warranties would are related to the Accounts Receivable;
(or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bb) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the First Closing or the Accounts Receivable Closing, as the case may be;
(iic) there must not no action, suit, or proceeding shall be 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 in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (ii) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded or rescindable following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(vid) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price effect that each of the conditions specified above in Section (a)-(c) is satisfied in all respects;
(e) 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 Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Article III and Article IV above;
(f) the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each Seller, and dated as of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the First Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the ClosingDate; and
(ixg) all actions to be taken by the Buyer shall have deliveredin connection with consummation of the transactions contemplated hereby and all certificates, or caused opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) 7.2 if it executes a writing so stating at or before prior to the ClosingClosing Date.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such periodbe in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; provided, that Buyer must certify with respect to clause (iii) above only as to actions, suits and proceedings against Buyer;
(v) all applicable waiting periods (and any extensions thereof) under the Interim Closing Statement Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, the Target, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in cash by wire transfer of immediately available federal fundsSection 3(a)(ii), Section 3(b)(ii), and Section 4(c) above, including FCC consent and approval;
(vi) the Warrant Issuer shall have issued the Warrants and Buyer shall have executed and delivered the Consulting Agreements, and the same shall be in full force and effect;
(vii) each Mr. Xxxxxxx Xxxxx xxxll have been appointed as a member of the Commercial Agreements shall have been executed and delivered by each Board of the parties theretoDirectors of Cricket Communications, Inc.;
(viii) with respect to each Other Purchase Agreement, the Closing QUALCOMM Waiver (as defined in such Other Purchase AgreementSection 10(a) under such Other Purchase Agreement below) shall be in full force and effect and no party (other than Seller, Target or Licensee) shall be in breach thereof, and QUALCOMM shall have occurred simultaneously with the Closing; anddelivered to Seller all of its outstanding warrants to purchase Seller's Common Stock, endorsed in blank or accompanied by executed assignment documents;
(ix) the Buyer Guarantees shall have deliveredbeen terminated and released, or caused and Seller shall have been released from its guarantees of the Management Agreement and the Trademark License;
(x) the Seller shall have received from counsel to the Buyer an opinion in form and substance reasonably satisfactory to Seller's counsel, addressed to the Seller, and dated as of the Closing Date; and
(xi) all actions to be deliveredtaken by the Buyer 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 reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Leap Wireless International Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) i. the representations and warranties of the Buyer contained set forth in Section 3(b) 4 above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing (except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) Date;
ii. the Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(ii) there must not iii. no action, suit, or proceeding shall be 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 in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement Agreement, or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000effect);
(iv. the Seller and the Buyer shall have entered into the Assignment and Assumption of Customers;
v. the Seller and the Buyer shall have entered into the Assignment and Assumption of Suppliers;
vi) . the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects;
vii. the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit I attached hereto, addressed to the Interim Seller, and dated as of the Closing Statement in cash by wire transfer of immediately available federal fundsDate;
viii. the Seller's Members shall have approved and duly signed this Agreement;
ix. the Purchase Price, as adjusted pursuant to Section 2(c), is not less than Four Million Nine Hundred Fifty Thousand Dollars (vii) each $4,950,000);
x. the Buyer and certain key employees of the Commercial Agreements shall have been executed and delivered Seller identified by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused entered into mutually acceptable employment arrangements; and
xi. all actions to be deliveredtaken by the Buyer 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 reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partySeller. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or before prior to the Closing.
Appears in 1 contract
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(ia) (A) the The representations and warranties of the Buyer contained set forth in Section 3(b) ARTICLE IV above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement Closing Date, except to the extent that such representations and at Closing (except for those that refer to a specific date, warranties are qualified by the term “material,” or contain the term “Material Adverse Effect” or “Material Adverse Change” in which must case such representations and warranties shall be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) in all respects at and as of such date), except where all inaccuracies of such representations and warranties would the Closing Date;
(or could reasonably be expected tob) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (B) the The Buyer shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iic) there must 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 or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement;
(iiid) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the The Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified above is satisfied in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsall respects;
(viie) each All actions to be taken by the Buyer in connection with consummation of the Commercial Agreements shall have been executed and delivered by each transactions contemplated hereby, including without limitation, the payment of the parties theretoPurchase Price to the Seller as provided in Section 2.2 above, and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller;
(viiif) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement The Seller shall have occurred simultaneously entered into an IGRT Services Agreement with Target in the Closingform attached as Exhibit C hereto, effective as of the Effective Time; and
(ixg) the Buyer The Target shall have delivered, or caused to be delivered, to entered into an IGRT Sublease Agreement with the Seller each Transaction Agreement to which any Buyer Party is a party. in the form attached as Exhibit D hereto, effective as of the Effective Time.
(h) The Seller may waive any condition specified in this Section 7(b) 7.2 if it executes a in writing so stating at or before prior to the Closing.
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Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) "section"4 above that are qualified as to their materiality shall be true and correct (without giving effect to and any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement and at Closing Agreement);
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer Purchaser shall have performed in all material respects and complied with all of its covenants and agreements hereunderhereunder in all material respects through the Closing;
(iiiii) there must shall not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement Agreement, and no action, suit, claim or proceeding shall be pending before any suit Authority which seeks to prohibit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, transactions contemplated by this Agreement;
(iiiiv) any required waiting period under the HSR Act Purchaser shall have expired or early termination shall have been granted with respect delivered to such period;
the Seller a certificate to the effect that each of the conditions specified above in "section" "section"8(b)(i) and (ivii) if there has been damage, destruction or condemnation of the type described satisfied in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Sellerall respects;
(v) taken togetherall filings that are required to have been made by the Purchaser with any Authority in order to carry out the transactions contemplated by this Agreement shall have been made; all authorizations, consents and approvals from all Authorities required for the effect of Purchaser to carry out the transactions contemplated by this Agreement shall have been received and all inaccuracies of representations and warranties of the Seller as described statutory waiting periods (or extensions thereof) in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)respect thereof shall have expired;
(vi) the Buyer Seller shall have delivered to the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal funds;
(vii) each of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;
(viii) with respect to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction Agreement to which any Buyer Party is received a party. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the Closing.certificate
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Samples: Stock Purchase Agreement (Winston Furniture Co of Alabama Inc)
Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Buyer contained Closing Date except to the extent that such representations and warranties are qualified by the term “material,” in Section 3(bwhich case such representations and warranties (as so written, including the term “material”) shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed in all material respects and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” in which case the Buyer shall have performed and agreements hereundercomplied with all of such covenants (as so written, including the term “material”) in all respects through the Closing;
(iiiii) there must not no action, suit, or proceeding shall be 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 in effect preventing would: (A) prevent consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of Agreement; (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iiiand no such injunction, judgment, order, decree, ruling, or charge shall be in effect); or (C) any required waiting period under affect adversely the HSR Act shall have expired business, assets, properties, operation (financial or early termination shall have been granted otherwise), or prospects of the Buyer with respect to its ownership of the Acquired Assets or operation of its business as a result of such periodacquisition (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) if there has been damage, destruction or condemnation of the type described in the first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000);
(vi) the Buyer shall have delivered to the Seller a certificate to the estimated Purchase Price set forth effect that each of the conditions specified in Section 7(b)(i)-(iii) above is satisfied in all respects;
(v) the Interim Closing Statement Seller shall have procured all of the third party consents specified in cash by wire transfer Section 5(b) above, including, but not limited to, all necessary approvals and licenses to commence business operations with respect to the Acquired Assets of immediately available federal fundsthe various locations thereof;
(vi) the Seller shall have received all authorizations, consents, and approvals of Governmental Authorities referred to in Section 5(b) above;
(vii) each of the Commercial Agreements Buyer and the Seller shall have been executed entered into the Transition Services Agreement on terms and delivered by each of conditions satisfactory to the parties theretoSeller;
(viii) with respect The Buyer shall have entered into and delivered (I) an assumption agreement relating to the Assumed Liabilities in form and substance to be agreed to by the Parties and (II) a perpetual, royalty-free, worldwide, sublicensable, non-exclusive license, limited solely to the field of oncology and oncology related programs and other human conditions, diseases and diagnostic applications that utilize antibodies and/or other proteins, but excluding urology, infectious diseases and human immunodeficiency virus, for PCT Application No. PCT/US2011/026647, titled “Concentrated Protein Formulations and Uses Thereof”, publication number WO2011/109365, which covers formulations comprising proteins other than the PRO 140 monoclonal antibody, in form and substance to be agreed to by the Parties, and each Other Purchase Agreement, of the same shall be in full force and effect;
(ix) The Buyer shall have paid the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred Payment simultaneously with the Closingother closing matters; and
(ixx) The Buyer shall certify to Seller that no representation or warranty contained in this Agreement, or in any certificate or document furnished or to be furnished by the Buyer shall have delivered, or caused to be delivered, to the Seller each Transaction or its representatives in connection herewith or pursuant hereto, contains an untrue statement of a fact or omit to state any fact required to make the statements herein or therein contained not misleading where necessary in order to provide the Seller with reasonably full and complete accurate material information as to the Buyer’s ability to enter into and consummate the transactions contemplated by, and to perform its obligations under this Agreement.
(xi) all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments, and other documents required to which any Buyer Party is a partyeffect the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before prior to the Closing.
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Conditions to Obligation of the Seller. The obligation of the Seller Entities to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions:
(i) (A) the representations and warranties of the Buyer contained set forth in Section 3(b) above shall be true and correct (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) in all material respects at and as of the date of this Agreement and at Closing Date;
(except for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date), except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) not adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement, and (Bii) the Buyer shall have performed and complied in all material respects with all of its the covenants and agreements hereunderof the Buyer hereunder that are required to be performed or complied with prior to the Closing;
(iii) the Buyer shall have delivered to the Seller Entities a certificate to the effect that each of the conditions specified above in Sections 7(b)(i) and (ii) there must not is satisfied in all respects;
(iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Section 5(b) refers or relates) shall be pending 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 in effect preventing would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of (B) cause any of the transactions, transactions contemplated by this Agreement;
Agreement to be rescinded following consummation (iii) any required waiting period under the HSR Act and no such injunction, judgment, order, decree, ruling, or charge shall have expired or early termination shall have been granted with respect to such period;
(iv) if there has been damage, destruction or condemnation of the type described be in the first sentence of Section 5(eeffect), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Seller;
(v) taken together, the effect of Parties and the Company shall have received all inaccuracies of representations and warranties of the Seller as described in Section 7(a)(i)(A) is less than three million dollars ($3,000,000)Requisite Consents;
(vi) the Buyer Stock Pledge and Security Agreement shall have delivered to been executed by the Seller the estimated Purchase Price set forth in the Interim Closing Statement in cash by wire transfer of immediately available federal fundsBuyer;
(vii) each the Seller Entities shall have received executed copies of the Commercial Agreements shall have been executed and delivered by each of the parties thereto;Affidavits; and
(viii) with respect all actions to each Other Purchase Agreement, the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred simultaneously with the Closing; and
(ix) be taken by the Buyer shall have deliveredin connection with consummation of the transactions contemplated hereby and all certificates, or caused opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered, reasonably satisfactory in form and substance to the Seller each Transaction Agreement to which any Buyer Party is a partyEntities. The Seller Entities may waive any condition specified in this Section 7(b) if it executes they execute and deliver a writing so stating at or before prior to the Closing.
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