Conditions to Obligations of American. The obligation of American to effect the Merger shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) the representations and warranties of Mergeparty set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect on Mergeparty; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect") shall not be deemed to be so qualified.; (b) Mergeparty shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; and (c) the Tower Merger, Tower Distribution or an Alternative Transaction shall have been consummated or a Notice of Abandonment shall have been received by Mergeparty.
Appears in 2 contracts
Samples: Merger Agreement (American Radio Systems Corp /Ma/), Merger Agreement (Westinghouse Electric Corp)
Conditions to Obligations of American. The obligation of American to effect the Merger shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law:
(a) the representations and warranties of Mergeparty set forth in this Agreement shall be true and correct as of the date of this the Original Merger Agreement and as of the Closing Date as though made on and as of the Closing Date except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect on Mergeparty; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect") shall not be deemed to be so qualified.;; and
(b) Mergeparty shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; and
(c) the Tower Merger, Tower Distribution or an Alternative Transaction shall have been consummated or a Notice of Abandonment shall have been received by Mergeparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Radio Systems Corp /Ma/), Agreement and Plan of Merger (CBS Corp)
Conditions to Obligations of American. The obligation of ------------------------------------- American to effect the Merger Tower Separation shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law:; provided, however, that American may not waive any such condition, in whole or in part, without the express written consent of CBS (which consent shall not be unreasonably withheld, delayed or conditioned):
(a) the representations and warranties of Mergeparty American Tower set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Separation Closing Date as though made on and as of the Separation Closing Date except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect on MergepartyAmerican Tower; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect") shall not be deemed to be so qualified.;; and
(b) Mergeparty American Tower shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Separation Closing Date; and
(c) the Tower Merger, Tower Distribution or an Alternative Transaction shall have been consummated or a Notice of Abandonment shall have been received by Mergeparty.
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Conditions to Obligations of American. The obligation of American to ------------------------------------- effect the Merger Tower Separation shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law:; provided, however, that American may not waive any such condition, in whole or in part, without the express written consent of CBS (which consent shall not be unreasonably withheld, delayed or conditioned):
(a) the representations and warranties of Mergeparty American Tower set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Separation Closing Date as though made on and as of the Separation Closing Date except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect on MergepartyAmerican Tower; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect") shall not be deemed to be so qualified.;; and
(b) Mergeparty American Tower shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Separation Closing Date; and
(c) the Tower Merger, Tower Distribution or an Alternative Transaction shall have been consummated or a Notice of Abandonment shall have been received by Mergeparty.
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Conditions to Obligations of American. The obligation obligations of American to effect the Merger Remaining Self-Management Transactions shall be subject to the satisfaction by the Transferors or waiver by American, at or prior to the Closing, of the following additional conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law:
(a) no Transferor shall have suffered a Material Adverse Effect and no event has occurred and no circumstance exists or has developed that has had or would reasonably be expected to have a Material Adverse Effect;
(b) the representations and warranties of Mergeparty set forth the Transferors contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties as are qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except (x) to the extent such representations and warranties expressly speak any representation or warranty speaks as of an earlier date (a specified date, in which case such representations and warranties representation or warranty shall be true and correct as of such earlier specified date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect on Mergeparty; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by reference to "Material Adverse Effect") shall not be deemed to be so qualified.;
(bc) Mergeparty each Transferor shall have performed and complied in all material respects with all obligations agreements and covenants required to be performed and complied with by it under this Agreement at or prior to the Closing DateClosing; and
(cd) the Tower Merger, Tower Distribution or an Alternative Transaction American shall have been consummated or a Notice of Abandonment shall have been received by Mergepartythe documents listed in Section 2.4(c).
Appears in 1 contract
Samples: Asset Acquisition Agreement (Inland American Real Estate Trust, Inc.)