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) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied in all respects; and (vi) 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(b) if it executes a writing so stating at or prior to the Closing.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Hungarian Telephone & Cable Corp), Purchase and Sale Agreement (Hungarian Telephone & Cable Corp), Purchase and Sale Agreement (Hungarian Telephone & Cable 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) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7(b) (i)-(iii) is satisfied in all respects; and;
(viv) 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(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Amco Transport Holdings Inc), Stock Purchase Agreement (Bestway Coach Express Inc), Stock Purchase Agreement (Amco Transport Holdings 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) the representations and warranties set forth in Section 3(b) in.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding, except as may be identified in Exhibit G, shall not 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 consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.6(b)(i)-(iii) is satisfied in all respects; and
(vi) 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(bss.6(b) if it executes a writing so stating at or prior to the Closing.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Senior Care Industries Inc), Asset Purchase Agreement (Senior Care Industries Inc), Asset Purchase Agreement (Senior Care Industries 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) the representations and warranties set forth in Section 3(b) §4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv§7(b)(i)-(iii) is satisfied in all respects; and;
(v) the Buyer and the Seller, and the Buyer and the Seller’s wholly-owned subsidiary, shall have entered into those certain Reseller Agreements which shall become effective simultaneously with the Closing;
(vi) 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(b) if it executes a writing so stating at or prior to ’s wholly owned subsidiary shall have entered into that certain Teleconferencing Reseller Agreement which shall become effective simultaneously with the Closing.; and
Appears in 2 contracts
Samples: Asset Purchase Agreement (Onstream Media CORP), Asset Purchase Agreement (Issuer Direct 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:
(ia) the The representations and warranties set forth in Section 3(b) Article 4 above shall be true and correct in all material respects at and as of the Closing Date as if made on the Closing Date;.
(iib) the The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through required to be performed on or prior to the Closing;.
(iiic) there No Proceeding shall not be any pending or Threatened wherein 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 (ivii) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall have been obtained;be in effect).
(vd) the The Buyer shall have delivered to the Seller a certificate signed by an authorized officer of the Buyer to the effect that each of the conditions specified above in Section 7(b)(i)-(ivsubsections 7.2(a)-(c) is has been satisfied in all respects; and
(vi) 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(b) 7.2 if it executes a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Paragon Corporate Holdings Inc), Asset Purchase Agreement (Barnes Group 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) the representations and warranties set forth in Section 3(b) §4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv§7(b)(i)-(iii) is satisfied in all respects; and
(viv) 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(b) if it executes a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, 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) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv6(b)(i)-(iv) is satisfied in all respects; and;
(viv) 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 SellerSellers. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Video Display Corp), Stock Purchase Agreement (Video Display 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) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchaser shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer Purchaser 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(b) if it executes a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Response Oncology Inc), Asset Purchase Agreement (Seafield Capital 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) the representations and warranties set forth in Section 3(b) 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer 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 7(b)(i)-(iv5(b)(i)-(iii) is satisfied in all respects; and
(vi) 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(b) if it executes a writing so stating at or prior to the Closing.;
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cumulus Media Inc), Stock 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) the representations and warranties set forth in Section 3(b) inss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.6(b)(i)-(iii) is satisfied in all respects; and
(vi) 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(bss.6(b) if it executes a writing so stating at or prior to the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Senior Care Industries Inc), Stock Purchase Agreement (Senior Care Industries 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) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv6(b)(i)-(iii) is satisfied in all respects;
(v) the Buyer shall have executed and delivered the License Agreement; and
(vi) all actions the Seller shall have received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificatesBuyer, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory an opinion in form and substance as set forth in Exhibit 6.5 attached hereto, addressed to the Seller, and dated as of the Closing Date. The Seller may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or 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 them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the The representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;.
(ii) the Buyer The Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;.
(iii) there No action, suit, or proceeding shall not 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 (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer The Purchaser shall have delivered to the Seller Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv5(b)(i) through (iii) is satisfied in all respects; and.
(viv) all All actions to be taken by the Buyer Purchaser 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 SellerSellers. The Seller may waive any condition specified in this Section 7(b5(b) on behalf of Sellers if it executes they execute a writing written instrument so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunset Suits Holdings, Inc.)
Conditions to Obligation of the Seller. The obligation 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) the representations and warranties set forth in Section 3(bss.3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 (ivB) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above be in Section 7(b)(i)-(iv) is satisfied in all respectseffect); and
(viiv) 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 will, unless otherwise set forth in this Agreement, be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(bss.7(b) if it he executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Equity Purchase Agreement (Comtelco 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) the representations and warranties set forth in Section 3(b) 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date;
(ii) the Buyer no action, suit, investigation, inquiry or other proceeding shall have performed and complied with all be pending or threatened before any court or quasi judicial or administrative agency of its covenants hereunder in all material respects through the Closing;
(iii) there shall not be any injunctionfederal, 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;
Agreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (ivB) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect);
(viii) the Buyer 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 7(b)(i)-(iv4(b)(i)-(ii) is satisfied in all respects;
(iv) Mr. Xxx Xxxxxx xxxll have entered into the Employment Agreement with Buyer; and
(viv) all actions to be taken by the Buyer 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. The Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or 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 are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(b) 6 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchasers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchasers shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv11(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b11(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Travel Hunt Holdings 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) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, or charge shall be in effect);
(iv) The Seller and the Buyer shall have received all necessary governmental and third party consents other authorizations, consents, and approvals of governments and governmental agencies referred to in connection with the transactions contemplated by the Agreement shall have been obtainedSection 3(c) and Section 4(c) above;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied in all respects; and
(vi) 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. .
(vi) compliance with miscellaneous covenants in Paragraph 9 and elsewhere in this Agreement The Seller Buyer may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or 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) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7(b)(i)-(iii) is satisfied in all respects;
(v) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 and the same shall be in full force and effect; and
(vi) 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(b) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Headway Corporate Resources Inc)
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) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchaser shall have delivered to the Seller Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv9(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer Purchaser 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 Sellers may waive any condition specified in this Section 7(b9(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
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 are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(b) 6 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the ClosingClosing including payment of the Purchase Price;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchaser shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv11(b)(i)-(iii) is satisfied in all respects; and
(viv) all actions to be taken by the Buyer Purchaser 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(b11(b) if it executes a writing so stating at or 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) the representations and warranties set forth in Section 3(bss.3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit or proceeding shall not 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, ruling or charge in effect preventing would: (A) prevent consummation of any of the transactions contemplated by this Agreement; or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.7(b)(i)-(iii) is satisfied in all respects;
(v) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, the Target shall have received all other authorizations, consents and approvals of governments and governmental agencies referred to in ss.3(a)(i), ss.3(b)(ii), and ss.4(c) above;
(vi) the relevant parties shall have entered into side agreements in form and substance as set forth in EXHIBITS C-__ through C-__ and the same shall be in full force and effect;
(vii) 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 Seller, and dated as of the Closing Date; and
(viviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSeller and his counsel. The Seller may waive any condition specified in this Section 7(bss.7(b) if it executes they execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunbelt Automotive Group 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) the representations and warranties set forth in Section 3(b) inss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.6(b)(i)-(iii) is satisfied in all respects; and;
(viv) 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 relevant parties shall have entered into side agreements in form and substance to as set forth in Exhibits G through H and the Seller. same shall be in full force and effect; Freestar Technologies, Inc., August 8, 2001 page 22 The Seller may waive any condition specified in this Section 7(bss.6(b) if it executes a writing so stating at or 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) the representations and warranties set forth in Section 3(b) 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not be pending before any court or quasi-judicial or administrative agency of any federal, provincial, provincial, 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv6(b)(i)-(iii) is satisfied in all respects; and
(viv) 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 they execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Issuer Direct 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) the representations and warranties set forth in Section 3(bSection3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivSection7(b)(i)-(iii) is satisfied in all respects; and;
(v) the Buyer shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in Section3(a)(ii), Section3(b)(ii), and Section4(c) above;
(vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B-1 through B-3 and the same shall be in full force and effect;
(vii) the relevant parties shall have entered into a Net Smelter Royalty Return Agreement relating to certain real property assets owned or leased by Minera Milenium S.A. de C.V., a corporation duly organized under the laws of the Republic of Mexico, in form and substance as set forth in Exhibit B-3 and the same shall be in full force and effect;
(viii) 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;
(ix) the aggregate number of shares of Seller's common stock which are Dissenting Shares (as defined in Seller's Bylaws) or which remain eligible at the Closing to become Dissenting Shares (collectively, "Dissenting Shares") for which demands for payment are filed or may still be filed shall not exceed five percent (5%) of the outstanding shares of Seller's common stock immediately prior to the Closing; and
(x) the transactions contemplated by this Agreement shall have been approved by the requisite vote of the shareholders of Seller. The Seller may waive any condition specified in this Section 7(bSection7(b) if it executes a writing so stating at or 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 them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section §3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv§7(b)(i)-(iii) is satisfied in all respects; and;
(viv) the Parties and the Target, shall have received all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificatesother authorizations, opinions, instrumentsconsents, and other documents required approvals of governments and governmental agencies referred to effect the transactions contemplated hereby will be reasonably satisfactory in form §3(a)(ii), §3(b)(ii), and substance to the Seller. §4(c) above; The Seller may waive any condition specified in this Section §7(b) if it executes they execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock for Stock Exchange Agreement (Intac 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) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer and Canterbury shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv6(b)(i)-(iii) is satisfied in all respects; and;
(v) The Seller 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) 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 Buyer may waive any condition specified in this Section 7(b6(b) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Canterbury Information Technology 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 subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(bss.3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.7(b)(i)-(iii) is satisfied in all respects;
(v) each of the Parties shall have entered into a Settlement and Mutual Release Agreement, in a form satisfactory to the Parties; and
(vi) 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(bss.7(b) if it executes they execute a writing so stating at or prior to the Closing.
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) the representations and warranties set forth in Section 3(b) 6 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchasers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchasers shall have delivered to the Seller Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv11(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller. The Seller Sellers may waive any condition specified in this Section 7(b11(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cape Coastal Trading 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:
(ia) the representations and warranties set forth in Section 3(b) 3.2 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Buyer Purchaser shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing;
(iiic) there no action, suit, or proceeding shall not 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 (ivB) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect);
(vd) the Buyer Purchaser shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7.2(a)-(c) is satisfied in all respects; and
(vie) all actions to be taken by the Buyer Purchaser 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(b) 7.2 if it he executes a writing so stating at or prior to the Closing.
SECTION 8 Post-Closing Covenants The Parties hereby covenant and agree as follows:
Appears in 1 contract
Samples: Stock Purchase Agreement (Rocky Mountain Internet 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:
(iA) the representations and warranties set forth in Section 3(b) 5 above shall be true and correct in all material respects at and as of the Closing Date;
(iiB) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iiiC) there no action, suit, or proceeding shall not be pending 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 (i) prevent consummation of any of the transactions contemplated by this Agreement;
Agreement or (ivii) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect);
(vD) the Buyer Purchaser 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 7(b)(i)-(iv7.2(a)-(c) is ------------------ satisfied in all respects; and;
(viE) all actions the Seller shall have received from Xxxxx, Xxxxxx & Xxxxxx LLP, an opinion addressed to be taken by the Buyer in connection with consummation Seller and dated as of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Closing Date in form and substance attached hereto as Schedule 7.2(e); --------------- (F) Xxxxx Xxxxxxx shall have been given the option to invest up to $75,000 on substantially the Seller. The Seller may waive any condition specified same terms provided to other recent outside investors in this Section 7(b) if it executes a writing so stating at or prior to the Closing.Global; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Imaging Systems 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) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants and agreements hereunder in all material respects through the Closing;.
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7(b)(i)-(iii) is satisfied in all respects; and;
(v) immediately prior to the Closing the Seller shall have assigned to FAS its Hexcore Interest pursuant to an Assignment and Assumption of Hexcore Partnership Interest Agreement referenced in Section 7(a)(v) above, in a form reasonably satisfactory to Seller and Seller's counsel, which assignment shall have been consented to in writing by Engelhard;
(vi) all actions Each of Seller's and ICC's Board of Directors, Seller's sole stockholder, ICC and Buyer's Members shall have approved the transaction described in this Agreement;
(vii) the Buyer shall have executed and delivered to be taken Seller the Assignment and Assumption of FAS Partnership Interest Agreement referenced in Section 7(a)(vi) above in a form satisfactory to Seller;
(viii) the Buyer shall have executed and delivered to Seller an Assignment and Assumption of Liabilities Agreement evidencing Buyer's assumption of the Assumed Liabilities in a form reasonably satisfactory to Seller;
(ix) the Buyer shall have executed and delivered to Seller the Admission of Partner/Amendment of Partnership Agreement referenced in Section 7(a)(vii) reasonably satisfactory to Seller;
(x) prior to or simultaneous with the Closing of the Transaction contemplated hereby, Engelhard shall have entered into a legally binding agreement with FAS in accordance with the terms of the Engelhard Letter Agreement, the terms of which have been disclosed by the principals of Buyer in connection with consummation of the transactions contemplated hereby to Seller and all certificatesICC;
(xi) ICC and Seller shall have received, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance satisfactory to ICC and Seller, a release of Seller's Liabilities under the Mellon Loan (or in the absence thereof, the personal indemnification of Seller by Xxxxxxx X. Xxxxxx) and a release of ICC's and Seller. The 's Liabilities under the Hatboro Lease;
(xii) ICC and Seller may waive shall have received, in form and substance satisfactory to ICC, a release of any condition specified and all Liabilities of ICC and Seller to Engelhard, except for those Liabilities which relate to ICC's or Seller's ability to buy desiccant wheels from an entity other than Engelhard;
(xiii) ICC and Seller shall have received a Fairness Opinion, in this Section 7(b) if it executes form and substance and from a writing so stating at or prior financial institution satisfactory to ICC and Seller, that the Closing.consideration to be received by Seller from Buyer in the Transaction is fair from a financial point of view;
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:conditions (or their waiver in writing by the Seller):
(i) 7.2.1 the representations and warranties set forth in Section 3(b) Article 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) 7.2.2 the Buyer shall have performed and complied with all of its their covenants hereunder in all material respects through that they must perform prior to the Closing;
(iii) there 7.2.3 no action, suit or proceedings shall not 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 (i) prevent consummation of any of the transactions contemplated by this Agreement;
Agreement or (ivii) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction or charge shall have been obtainedbe in effect);
(v) 7.2.4 the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) abovein Sections 7.2.1 through 7.2.3 is satisfied in all respects;
7.2.5 the Parties shall have received all authorizations, consents and approvals of governments and governmental agencies set forth in any attachment hereto; andAlpha Wire Limited
(vi) all actions to be taken by 7.2.6 the Buyer in connection with consummation of relevant Parties shall have entered into the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Ancillary Agreements in form and substance as set forth in Exhibit 7.1.7 of the U.S. A.P.A. (and with respect to the Seller. The Seller may waive any condition specified Supply Agreement of the U.S. A.P.A., the Parties shall have agreed on the pricing provisions and list of products), and the same shall be in this Section 7(b) if it executes a writing so stating at or prior to the Closing.effect;
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) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no the injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7(b)(i)-(iii) is satisfied in all respects; and;
(v) the Company shall have received all authorizations, consents, and approvals of the Governmental Authorities referred to in Sections 3(a)(ii) andss.3(b)(ii) above;
(vi) 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 shall be reasonably 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 written instrument so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Universal Equity Partners Inc)
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 are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(b) above 7 shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchaser shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv11(b)(i)-(iii) is satisfied in all respects;
(v) the Purchaser shall have caused to be prepared the Company's required filing on Form 8-K and, if required, a Schedule 14f-1 information statement, the costs of which shall be at the sole expense of the Purchaser; and
(vi) all actions to be taken by the Buyer Purchaser 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 shall be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b11(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Industrial Electric 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) the representations and warranties set forth in Section 3(b) 3.2 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7.2(i)-7.2(iii) is satisfied in all respects;
(v) the Parties, Xxxxxx Group, and its Subsidiaries shall have received all authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in Section 3.1.2, Section 3.2.2, and Section 4.3 above; and
(vi) 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(b) 7.2 if it executes they execute a writing so stating at or 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) the The representations and warranties set forth in Section 3(b) Sections 6.2 and 6.3 above shall be true and correct in all material Material respects at and as of the Closing Date;
(iiB) the Buyer The Purchaser shall have performed and complied with all of its covenants hereunder in all material Material respects through the Closing;
(iiiC) there No action, suit, or proceeding shall not 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 could:
(1) prevent consummation of any of the transactions contemplated by this Agreement; or
(2) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect preventing consummation of any of the transactions contemplated by this Agreementeffect);
(ivD) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied in all respects; and
(vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all 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;
(E) Receipt of an assumption of the Assumed Liabilities from the Purchaser, to reflect the adjustments required to equal the Final Purchase Price; and
(F) The receipt of the consent of any necessary third party for the transaction contemplated hereby. The Seller may waive In the event that any condition specified in this Section 7(bof the consents are not obtained with respect to (F) if it executes a writing so stating at or prior above, then the Purchaser shall have the right to exclude the Closingportion of the Included Assets affected thereby from the Included Assets.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Assets (Calton 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) the representations and warranties set forth in Section 3(b) ss.4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.6(b)(i)-(iii) is satisfied in all respects; and;
(viv) 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(bss.6(b) if it executes a writing so stating at or 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) the representations and warranties set forth in Section 3(b) (S)4 above shall be true and correct in all material respects at and as of the Closing Date as though made at the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv(S)6(b)(i)-(iii) is satisfied in all respects;
(v) if the Buyer has elected to issue any Buyer Common Stock to the Seller at the Closing, the Buyer and the Seller shall have entered into a Registration Rights Agreement in form and substance as set forth in Exhibit D and the same shall be in full force and effect;
(vi) the Buyer and Xxxxxxx shall have entered into an Employment Agreement and the same shall be in full force and effect;
(vii) 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 Seller, and dated as of the Closing Date; and
(viviii) 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(b(S)6(b) if it executes a writing so stating at or 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 satisfaction or waiver of the following conditions:
(i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Coach Parties and the Company shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental each of the Coach Parties, the Company and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer TK Investor No. 1 shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv6(b)(i)-(iii) is are satisfied in all respectsrespects with respect to such Coach Party, the Company or TK Investor No. 1 as the case may be;
(v) Coach Inc. shall have delivered to the Seller the New Letter of Indemnity dated as of the Closing Date;
(vi) the Coach Parties, the Company and TK Investor No.1 shall have executed and delivered to the Seller a release substantially in the form of Exhibit B; and
(vivii) all actions to be taken by the Buyer in connection with consummation of Company shall have executed and delivered 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 SellerCooperation Agreement. The Seller may waive any condition specified in this Section 7(b6(b) if it executes by executing a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coach 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) the representations and warranties set forth in Section 3(bss.3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit or proceeding shall not 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, ruling or charge in effect preventing would: (A) prevent consummation of any of the transactions contemplated by this Agreement; or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(ivss.7(b)(i)-(iii) is satisfied in all respects;
(v) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, each Target shall have received all other authorizations, consents and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) above;
(vi) the relevant parties shall have entered into side agreements in form and substance as set forth in EXHIBITS C-1 (Employment Agreement), and C-2 (Licensing Agreement), attached hereto and the same shall be in full force and effect;
(vii) 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 Seller, and dated as of the Closing Date; and
(viviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSeller and his counsel. The Seller may waive any condition specified in this Section 7(bss.7(b) if it executes they execute a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunbelt Automotive Group 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 subject to satisfaction of the following conditions:
(i) the The representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there No action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the The Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv7(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 C attached hereto, addressed to the Seller, and dated as of the Closing Date; and
(vi) all 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(b) if it he executes a writing so stating at or 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 him in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section §:3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv§:7(b)(i)-(iii) is satisfied in all respects; and;
(v) the Target, shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in §:3(a)(ii), §:3(b)(ii), and §:4(c) above;
(vi) all actions to be taken by the Buyer in connection with consummation of relevant parties shall have entered into the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory employment agreement in form and substance to as set forth in Exhibit A and the Seller. The Seller may waive any condition specified same shall be in this Section 7(b) if it executes a writing so stating at or prior to the Closing.full force and effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Sys)
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) the representations and warranties set forth in Section 3(b) 7 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchasers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchasers shall have delivered to the Seller Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv12(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller. The Seller Sellers may waive any condition specified in this Section 7(b12(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Castle & Morgan Holdings 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 at or prior to Closing of the following conditions:
(i) 8.2.1. the representations and warranties set forth in Section 3(b) (S)3.2 and (S)3.3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) 8.2.2. the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there 8.2.3. no action, suit, or proceeding shall not be pending or threatened before any Governmental Body 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 (ivB) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect);
(v) 8.2.4. the Buyer shall have delivered to the Seller a certificate (one of which shall be a certificate executed by Xxxxxx) to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) (S)8.2.2 and (S)8.2.3 is satisfied in all respects;
8.2.5. all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise terminated;
8.2.6. the Buyer shall or shall cause its Affiliates to execute and deliver the Other Agreements to which any of them is a party; and
(vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and 8.2.7. 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(b) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Global Industrial Technologies Inc)
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) the representations and warranties set forth in Section 3(b) 7 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchasers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchasers shall have delivered to the Seller Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv12(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the SellerSellers. The Seller Sellers may waive any condition specified in this Section 7(b12(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Medical Devices Inc)
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 are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(b) 6 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer Purchasers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Buyer Purchasers shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv10(b)(i)-(iii) is satisfied in all respects; and;
(viv) all actions to be taken by the Buyer 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 reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 7(b10(b) if it executes a writing so stating at or 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 in connection with the Closing is subject to satisfaction of the following conditions:
(ia) the representations and warranties set forth in Section 3(b) 5 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iiic) there no action, suit, or proceeding shall not be pending 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 (i) prevent consummation of any of the transactions contemplated by this Agreement;
Agreement or (ivii) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtained;be in effect); and
(vd) the Buyer Purchaser 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 7(b)(i)-(iv7.2(a)-(c) is satisfied in all respects; and
(vi) 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(b) 7 if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (International Nursing Services Inc)
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 are subject to satisfaction of the following conditions:
(ia) the representations and warranties of the Purchasers set forth in Section 3(b) 5 above shall be true and correct in all material respects at and as of the Closing Date;
(iib) the Buyer Purchasers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing;
(iiic) there no action, suit, or proceeding shall not 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 (ivB) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect);
(vd) the Buyer Purchasers shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv10(b)(i)-(iii) is satisfied in all respects; and
(vie) all actions to be taken by the Buyer Purchasers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, 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(b10(b) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Seller.
Appears in 1 contract
Samples: Stock Purchase Agreement (UHF 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) the representations and warranties set forth in Section 3(b) 7 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) all necessary governmental and third party consents and approvals in connection with the transactions contemplated by the Agreement Buckeye Holdings shall have been obtainedduly executed the Share Pledge Agreement;
(v) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied in all respects; and
(vi) 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(b) if it executes a writing so stating at or 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 the Seller in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there no action, suit, or proceeding shall not 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 (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Buyer shall have received all necessary governmental and third party consents other authorizations, consents, and approvals of governments and governmental agencies referred to in connection with the transactions contemplated by the Agreement shall have been obtained;
Sections 3(a)(ii), 3(b)(ii) and 4(c) above; (v) the Buyer shall have delivered to the Seller Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied in all respects; and
(vi) 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(b) if it executes a writing so stating at or 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) the representations and warranties set forth in Section 3(b) 5 above shall be true and correct in all material respects at and as of the Closing Date;
(iiB) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iiiC) there no action, suit, or proceeding shall not be pending 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 (i) prevent consummation of any of the transactions contemplated by this Agreement;
Agreement or (ivii) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect);
(vD) the Buyer Purchaser 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 7(b)(i)-(iv7.2(a)-(c) is ------------------ satisfied in all respects; and;
(viE) all actions the Seller shall have received from Xxxxx, Xxxxxx & Xxxxxx LLP, an opinion addressed to be taken by the Buyer in connection with consummation Seller and dated as of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Closing Date in form and substance attached hereto as Schedule 7.2(e); --------------- (F) Xxxxx Xxxxxxx shall have been given the option to invest up to [**] on substantially the Seller. The Seller may waive any condition specified same terms provided to other recent outside investors in this Section 7(b) if it executes a writing so stating at or prior to the Closing.Global; and
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Samples: Asset Purchase Agreement (Global Imaging Systems 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:
(ia) the The representations and warranties set forth in Section 3(bArticle IV above (taken collectively and individually) above shall be true and correct in all material respects at and as of the Closing Date;.
(iib) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;.
(iiic) there No action, suit, or proceeding shall not 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;
Agreement or (ivii) all necessary governmental and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtained;be in effect).
(vd) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iv) is satisfied in all respects; and
(vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all All certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The .
(e) Buyer shall have delivered to the Seller may waive any condition a certificate, dated the Closing Date and signed by the Chief Executive Officer and Chief Financial Officer of Buyer, to the effect that each of the conditions specified in this Section 7(bSections 6.2(a) if it executes a writing so stating at or prior through (c) above have been satisfied in all respects.
(f) Buyer shall have entered into an employment arrangement with the Principal on terms and conditions reasonably acceptable to the ClosingPrincipal.
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