Conditions to Obligations of. Xxxxxxxx The obligations of Xxxxxxxx to carry out the transactions contemplated by this Agreement are subject, at the option of the Xxxxxxxx, to the satisfaction or waiver by Xxxxxxxx, of the following conditions:
(a) TRSG shall have furnished Xxxxxxxx with copies of all necessary corporate action on its behalf approving the execution, delivery and performance of this Agreement.
(b) All warranties and representations of TRSG contained in this Agreement shall be true and correct in all material respects as of the Closing and TRSG shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed or satisfied by it at or prior to the Closing.
(c) As of the Closing Date, no suit, action, or other proceeding, shall be pending or threatened before any court or governmental agency seeking to restrain Xxxxxxxx or World Wide or prohibit the Closing or seeking damages against TRSG or Xxxxxxxx or World Wide as a result of the consummation of this Agreement.
Conditions to Obligations of the Buyer and the Transitory --------------------------------------------------------- Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to ---------- consummate the transactions to be performed by the Buyer and the Transitory Subsidiary in connection with the Closing and the Merger is subject to the satisfaction, or waiver by the Buyer and the Transitory Subsidiary, of the following conditions:
(a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, necessary for the consummation by the Company and the Company Stockholder of the transactions contemplated hereby;
(b) the representations and warranties of the Company Stockholder set forth in Articles II and III above shall have been true and correct in all material respects when made on the Agreement Date and shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date;
(c) each of the Company and the Company Stockholder shall have performed or complied with their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;
(d) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of the Company to own, operate or control any of its assets or operations, and no such judgment, order, decree, stipulation or injunction shall be in effect;
(e) the Company Stockholder shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (d) of this Section 6.1 is satisfied in all respects;
(f) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer an employment agreement in the form attached hereto as Exhibit C and such employment agreement shall be in full force and effect on --------- the Closing Date in accordance with its te...
Conditions to Obligations of. Each Party to Effect the Merger. The respective obligations of each party to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, which to the maximum extent permitted by law may be waived in a written agreement of the Company and Parent (for itself or Merger Sub) (each such condition is solely for the benefit of the parties hereto and may be waived without notice, liability or obligation to any Person):
Conditions to Obligations of. EACH PARTY. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6 of this Agreement:
Conditions to Obligations of. CLASSIFIEDS2000 Classifieds2000's obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Classifieds2000, but only in a writing signed by Classifieds2000):
Conditions to Obligations of. Each Party to Effect the Closing. The respective obligations of each party to this Agreement to effect the Closing shall be subject to the satisfaction or fulfillment, at or prior to the Closing Date, of each of the following conditions:
Conditions to Obligations of. Each Party Under this Agreement. The respective obligations of Sellers and the Buyer Parties to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by the parties hereto in their sole discretion, in whole or in part, to the extent permitted by applicable Law:
(a) No Governmental Authority or Court shall have enacted, issued, promulgated, enforced or entered any Legal Requirement (whether temporary, preliminary or permanent) that is in effect and prohibits or renders illegal the transactions contemplated hereby.
(b) The waiting period under any applicable competition Legal Requirements, as set forth in Schedule 3.05 to the Sellers' Disclosure Letter or Schedule 4.03 to the Buyer Parties' Disclosure Letter, shall have expired or been terminated.
Conditions to Obligations of. OWNER PARTICIPANT AND SHIPOWNER
Conditions to Obligations of. SELLER Section 11.1 Truth of Representations and Warranties; Compliance with Covenants........................ -37- Section 11.2 No Adverse Proceedings........................... -37- Section 11.3 HSR Act.......................................... -37- ARTICLE XII.
Conditions to Obligations of. PSI Section 8.1. Compliance by Parent and Acquisition; Correctness of Representations and Warranties Section 8.2. Certified Resolutions of Parent and Acquisition Section 8.3. Approval by PSI's Counsel Section 8.4. Opinion of Xxxxxxx & Xxxxxx Section 8.5. Certificate of President of Parent and Acquisition Section 8.6. Approval of Governmental Authorities Section 8.7. Corporate Authority Section 8.8. Access Merger Securities Section 8.9. Form S-4 Effective Section 8.10. Certificate of Merger ARTICLE IX FEES AND EXPENSES Section 9.1. Fees and Expenses Section 9.2. Termination Fee ARTICLE X TERMINATION AND EFFECT Section 10.1. Termination of Agreement Section 10.2. Effect of Termination ARTICLE XI ACKNOWLEDGMENTS OF PSI Section 11.1. Restricted Securities Section 11.2. Access to Information ARTICLE XII BROKERS' COMMISSIONS ARTICLE XIII ACCESS TO FACILITIES, PROPERTIES AND RECORDS ARTICLE XIV SURVIVAL OF REPRESENTATIONS ARTICLE XV MISCELLANEOUS Section 15.1. Amendment to Agreement; Waivers; Procedure Section 15.2. Binding Effect Section 15.3. Entire Agreement Section 15.4. Headings Section 15.5. Confidential Information; Publicity Section 15.6. Notices Section 15.7. Indemnification and Insurance Section 15.8. Counterparts Section 15.9. No Benefit to Others Section 15.10. Governing Law Section 15.11. No Waiver Section 15.12. Severability Section 15.13. Time of Essence
