Conditions to Obligations of Buyer and NHC Sample Clauses

Conditions to Obligations of Buyer and NHC. The obligations of Buyer and NHC to consummate the purchase and sale of the Purchased Assets is subject to the satisfaction by Sellers and Owner, or waiver by Buyer and NHC, as of the Closing, of each of the following conditions: (a) The representations of Sellers and Owner contained in Article II are true and correct in all material respects (except for those qualified by materiality, which are true and correct in all respects) as of the Closing (other than such representations as are expressly made as of another date). (b) Sellers and Owner have made the deliveries required by Section 1.6(a). (c) Sellers and Owner have complied in all material respects with each of their respective covenants and undertakings under this Agreement as of the Closing.
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Conditions to Obligations of Buyer and NHC. (a) The obligations of Buyer and NHC to consummate the purchase and sale of the Purchased Assets and the First Closing Equity is subject to the satisfaction by Sellers and Owner, or waiver by Buyer and NHC, as of the First Closing, of each of the following conditions: (i) The representations of Sellers and Owner contained in Article II and Section 3.1 and Section 3.2 are true and correct in all material respects (except for those qualified by materiality, which are true and correct in all respects) as of the First Closing (other than such representations as are expressly made as of another date). (ii) Sellers and Owner have made the deliveries required by Section 1.6(a). (iii) Sellers and Owner have complied in all material respects with each of their respective covenants and undertakings (other than Section 5.16) under this Agreement as of the First Closing. (iv) Buyer has received a statement from the independent accountants auditing the Business showing a trailing 12 months EBITDA of the Business, calculated as of January 31, 2016, of at least Four Million Six Hundred Thousand Dollars ($4,600,000), provided, however, such EBITDA calculation shall include accounts receivables for services performed during such period as earnings, less reasonable reserves for uncollectable accounts receivable, and excluding extraordinary or nonrecurring expenses. (b) The obligations of Buyer and NHC to consummate the purchase and sale of the Second Closing Equity is subject to the satisfaction by Owner, or waiver by Buyer and NHC, as of the Second Closing, of each of the following conditions: (i) The representations of Owner contained in Section 3.1 and Section 3.3 are true and correct in all material respects (except for those qualified by materiality, which are true and correct in all respects) as of the Second Closing (other than such representations as are expressly made as of another date). (ii) Owner has made the deliveries required by Section 1.6(c). (iii) Owner has complied in all material its covenants and undertakings under this Agreement as of the Second Closing.
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Conditions to Obligations of Buyer and NHC. The obligations of Buyer and NHC to consummate the Transactions is subject to the satisfaction by Sellers and Owner, or waiver by Buyer and NHC, as of the Closing, of each of the following conditions: (a) The representations of Sellers and Owner contained in Article II are true and correct in all material respects (except for those qualified by materiality, which are true and correct in all respects) as of the Closing (other than such representations as are expressly made as of another date). (b) Sellers and Owner have complied in all material respects with each of their respective covenants and undertakings under this Agreement. (c) Buyer has received a statement from the independent accountants auditing the Business showing a trailing 12 months EBITDA of the Business, calculated as of January 31, 2016, of at least Four Million Six Hundred Thousand Dollars ($4,600,000), provided, however, such EBITDA calculation shall include accounts receivables for services performed during such period as earnings, less reasonable reserves for uncollectable accounts receivable, and excluding extraordinary or nonrecurring expenses.
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Conditions to Obligations of Buyer and NHC. The obligations of Buyer and NHC to consummate the purchase and sale of the Purchased Assets is subject to the satisfaction
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Related to Conditions to Obligations of Buyer and NHC

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (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, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) 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 Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of Purchaser The obligation of Purchaser to consummate the Closing is subject to the satisfaction, or the waiver at Purchaser’s sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of the Company contained in this Agreement and in any certificate delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and as of the Closing Date as if made at and as of such date, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and provided that in each case in that to the extent such representation or warranty is made in ARTICLE IV only as of a specific date, such representation or warranty shall speak only as of such specific date. (c) Since the Agreement Date, no Company Material Adverse Effect shall have occurred and be continuing. (d) Purchaser shall have received a certificate signed by either the Chief Executive Officer or the Chief Financial Officer of the Company certifying that each of the conditions set forth in Sections 9.2(a), 9.2(b) and 9.2(c) have been satisfied. (e) Purchaser shall have received certificates signed by the corporate secretary of the Company and the Sellers, respectively, attaching and certifying to the accuracy of the following: (i) a copy of the memorandum and articles of association of the Company, certified as of a recent date by the Secretary of the Company, (ii) copies of the Company’s certificate of incorporation and certificates of incorporation on change of name; (iii) copies of resolutions duly adopted by the board of directors of the Company and the Seller authorizing this Agreement and the transactions contemplated hereby and thereby, (iv) signatures of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding the Company and the Seller from each jurisdiction in which the Company and the Seller organized or is qualified to do business.

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

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