Common use of Conditions to Obligation of the Sellers Clause in Contracts

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §4 above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects at and as of the Closing Date, taking into account such qualifications; (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) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; and (v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired or otherwise been terminated, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §section 4 above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified Date (as to materiality or material adverse effect, which shall be true and correct in all respects at though made then and as of though the Closing Date, taking into account such qualificationsDate were substituted for the date of this Agreement); (ii) the Buyer Purchaser 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, and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (iv) the Buyer Purchaser shall have delivered to the Sellers Sellers' Representative a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiisections 8(b)(i) is and (ii) has been satisfied in all respects; and; (v) all applicable waiting periods (and any extensions thereof) under the XxxxHart-Xxxxx-Xxxxxx Act and other applicable Competition Laws Xxx shall have expired or otherwise been terminated, and ; (vi) the approval of the European Commission of the transactions contemplated hereby Purchaser shall have been obtained pursuant executed and delivered to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(bSellers' Representative the Employment Agreement; (vii) in writing at or prior the Purchaser shall have executed and delivered to the Closing.Sellers' Representative the Consulting Agreement; and

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified Date (as to materiality or material adverse effect, which shall be true and correct in all respects at though made then and as of though the Closing Date, taking into account such qualificationsDate were substituted for the date of this Agreement); (ii) the Buyer Purchaser 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, and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (iv) the Buyer Purchaser shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 9(b)(i) is and (ii) has been satisfied in all respects; and; (v) all applicable waiting periods (and any extensions thereof) under the XxxxHart-XxxxxScott-Xxxxxx Rodino Act and other applicable Competition Laws shall have expired hxxx xxxxxxx or otherwise been terminated, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing at or prior to the Closing.; and

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties set forth of Buyer contained in §4 above this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto, without regard to any qualifications therein regarding materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects if made at and as of such date, with only such exceptions as would not in the Closing Dateaggregate reasonably be expected to have a Buyer Material Adverse Effect, taking into account such qualifications; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there the Sellers shall not be any injunction, judgment, order, decree, ruling or charge in effect preventing consummation have received a certificate signed by an executive officer of any of Buyer to the transactions contemplated by this Agreement;foregoing effect. (ivb) the Buyer shall have delivered a counterpart to the Transition Services Agreement and the Employee Secondment Agreement executed and delivered by an authorized officer thereof reflecting the agreement of Buyer to be a party to and bound by such agreements. (c) The Sellers a certificate shall have received all documents reasonably requested relating to the effect that each existence of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; and (v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired or otherwise been terminated, Buyer and the approval authority of the European Commission of the transactions contemplated hereby shall have been obtained pursuant Buyer for this Agreement, all in form and substance reasonably satisfactory to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing at or prior to the ClosingSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction satisfaction, or waiver by the Sellers, of the following conditions: (i) the representations and warranties set forth in §4 ss.4 above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects at and as of the Closing Date, taking into account such qualifications; (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) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiinss.6(b)(i)-(ii) is satisfied in all respects; (iv) there shall not be in effect any injunction, judgment, order, decree, ruling or charge of any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or any arbitrator which prohibits consummation of any of the transactions contemplated by this Agreement; (v) the Sellers shall have received on the Closing Date a cash payment in the amount of the Purchase Price; (vi) the Sellers shall not have received and elected to accept a Superior Offer; and (vvii) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws Bankruptcy Court shall have expired or otherwise been terminatedsigned and entered the Sale Order, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing at or prior to the Closingas applicable.

Conditions to Obligation of the Sellers. The obligation of the Sellers and the Company to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is further subject to satisfaction the fulfillment (or written waiver by the Sellers) of the following conditions: (ia) Each of the representations and warranties set forth of Buyer contained in §4 above this Agreement shall be true and correct in all material respects at (without giving regard to any materiality or Material Adverse Change qualifications set forth therein) as of the Closing Date with the same effect as though made on and as of the Closing Date, Date except for (i) that the accuracy of representations and warranties set forth that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and not as of the Closing Date and (ii) where any such failure of the representations and warranties in §4 which are qualified as the aggregate to materiality or material adverse effect, which shall be true and correct in all respects at and as would not reasonably be expected to significantly impair or delay the consummation of the Closing Date, taking into account such qualifications;transactions contemplated hereby; and (iib) the Buyer shall have performed and complied in all material respects with all of its obligations, 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 and agreements required by this Agreement; (iv) the Buyer shall have delivered Agreement to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; and (v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired be performed or otherwise been terminated, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing complied with by them at or prior to the Closing; and (c) Buyer shall have taken the actions required to be taken by Buyer pursuant to Section 1.10 and Section 1.11.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §4 Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects at and as of the Closing Date, taking into account such qualifications; (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 ruling, or charge in effect or threatened preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 7(b)(i)-(ii) is satisfied in all respects; (v) the Sellers shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit F attached hereto, addressed to the Sellers, and dated as of the Closing Date; and (vvi) all applicable waiting periods (and any extensions thereof) under actions to be taken by the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired or otherwise been terminated, and the approval of the European Commission Buyer in connection with consummation of the transactions contemplated hereby shall have been obtained pursuant 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 EC Merger RegulationRequisite Sellers. The Requisite Sellers may waive any condition specified in this §Section 7(b) in if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions Closing is subject to the satisfaction of the following further conditions: (a) Each Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by them in connection with it at or prior to the Closing is subject to satisfaction of the following conditions: (i) Date and the representations and warranties set forth of each Buyer contained in §4 above this Agreement and in any certificate or other writing delivered by such Buyer pursuant hereto shall be true and correct in all material respects when made and at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects if made at and as of such date (it being understood that where any such representation and warranty already includes a materiality exception, no further materiality exception is to be permitted by this Section 5.03(a)(II)). (b) The Sellers shall have received all documents they may reasonably request relating to the Closing Dateexistence of each Buyer and the authority of such Buyer to enter into this Agreement and the Stockholders Agreement, taking all in form and substance reasonably satisfactory to the Sellers. (c) Each Buyer shall have entered into account the Stockholders Agreement in the form attached hereto as Exhibit E. Notwithstanding anything to the contrary contained herein, in the event that (i) any of the foregoing conditions shall not have been satisfied solely as result of a breach of such qualifications; condition by any Other Buyer and (ii) the Buyer DLJ Buyers shall have performed and complied elected to purchase the Securities that otherwise would have been purchased by such Other Buyer, such closing condition shall be deemed to have been satisfied 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) the respect to such Other Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; and (v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired or otherwise been terminated, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in §4 Section 3.2 above shall be true and correct in all material respects at as of the Effective Date and as of the Closing Date, except for any representations and or warranties set forth in §4 which are qualified as to by materiality or material adverse effectlimitations, which shall instead be true and correct in all respects at and as of the Closing Date, taking into account such qualificationsrespects; (iib) the Buyer shall have performed and complied with all of its covenants and agreements hereunder in all material respects through the Closing; (iiic) there shall not be no order issued by any injunction, judgment, order, decree, ruling or charge in effect court of competent jurisdiction preventing the consummation of any of the transactions contemplated by this AgreementAgreement shall be in effect; (ivd) the Buyer Sellers shall have delivered received a certificate, signed by the appropriate officer of the Buyer as to the Sellers a certificate to the effect that each satisfaction of the conditions specified above in §7(b)(i)-(iiiSection 7.2(a)-(c); (e) is satisfied the Buyer and the Escrow Agent shall have entered into the Escrow Agreement. (f) the Sellers shall have received from Holland & Knight, LLP, counsel to the Buyer, an opinion in all respectsthe form set forth in Exhibit O attached hereto, addressed to the Sellers, and dated as of the Closing Date; and (vg) all applicable waiting periods the absence of pending litigation or material claims (and including any extensions legal action by Steel Partners II, LLP or an affiliate thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired regarding this Agreement or otherwise been terminated, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulationhereby. The Sellers may waive any condition specified in this §7(b) in Section 7.2 if they execute a writing so stating at or prior to the Closing. The Sellers will use their reasonable best efforts to cause the conditions contained in this Section 7.2 to be satisfied.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects at and as of the Closing Date, taking into account such qualifications; (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 legal action, injunction, judgment, order, decree, ruling ruling, or charge in effect seeking to or preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 6(b)(i)-(iii) is satisfied in all respectsmaterial respects and, further, which shall acknowledge that Buyer has been provided full access to the Acquired Assets of Sellers and has further been provided all information with respect thereto and which is in the possession of Sellers which Buyer has requested; and (v) all applicable waiting periods (and any extensions thereof) under actions to be taken by the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired or otherwise been terminated, and the approval of the European Commission Buyer in connection with consummation of the transactions contemplated hereby shall have been obtained pursuant 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 EC Merger RegulationSellers. The Sellers may waive any condition specified in this §7(bSection 6(b) in if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing Transactions is subject to the satisfaction of the following conditions:further conditions (other than any such conditions that are waived by the Sellers): (ia) the The representations and warranties of the Buyer, Tiptree and TFI set forth in §4 above shall be true and correct in all material respects at and as of the Closing DateARTICLE 5, except for representations and warranties set forth in §4 which are qualified as to without taking into account any materiality or material adverse effecteffect qualifiers set forth therein, which shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date(except for such representations and warranties that are made as of a specific date, taking into account which representations and warranties shall be true and correct at and as of such qualificationsspecific date), except where the failure of such representations and warranties to be true and correct in all respects has not had and would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to consummate the Transactions or perform its obligations hereunder; (iib) the Buyer Buyer, Tiptree and TFI shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not all of its obligations hereunder required to be any injunction, judgment, order, decree, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects; and (v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and other applicable Competition Laws shall have expired or otherwise been terminated, and the approval of the European Commission of the transactions contemplated hereby shall have been obtained pursuant to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing performed at or prior to the Closing; and (c) The Sellers shall have received a certificate signed by an appropriate representative of Buyer, Tiptree and TFI to the effect that the conditions in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §4 Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date, except for representations and warranties set forth in §4 which are qualified as to materiality or material adverse effect, which shall be true and correct in all respects at and as of the Closing Date, taking into account such qualifications; (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 ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in §Section 7(b)(i)-(iii) is satisfied in all respects; and; (v) all applicable waiting periods (and any extensions thereof) under the XxxxHart-Xxxxx-Xxxxxx Act and other applicable Competition Laws Xxx shall have expired or otherwise been terminated; (vi) the Sellers shall have received an Escrow Agreement executed by Buyer, Escrow Agent and Sellers' Representative; (vii) the Sellers shall have received from counsel to the Buyer an opinion addressed to the Sellers, and the approval dated as of the European Commission of the transactions contemplated hereby shall have been obtained pursuant Closing Date in form and substance reasonably satisfactory to the EC Merger Regulation. The Sellers may waive any condition specified in this §7(b) in writing at or prior counsel to the Closing.Sellers; and