Conditions to Obligations of Buyer and Parent Sample Clauses

Conditions to Obligations of Buyer and Parent. The obligations of Buyer and Parent to consummate the Transaction contemplated by this Agreement shall be subject to the fulfillment or Buyer's and Parent’s waiver, at or prior to the Closing, of each of the following conditions:
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Conditions to Obligations of Buyer and Parent. The obligation of Buyer and Parent to effect the Closing and consummate the transactions contemplated by this Agreement is subject to satisfaction on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of Seller and Principals set forth in this Agreement (disregarding qualifications as to materiality and Material Adverse Effect) will be true and correct as of the Closing Date (other than those expressly made as of an earlier date, in which case as of such date) and (ii) Seller and Principals will have performed or complied with, in all respects, the covenants and agreements hereunder that are required to be performed or complied with on or prior to the Closing Date; (b) Seller and USF shall have duly executed and delivered to Buyer the Amended License; (c) Seller and each Principal will have delivered to Buyer a certificate executed as of the Closing Date, with respect to Seller, by the manager of Seller, and with respect to a Principal, by such Principal to the effect that each of the conditions specified in Section 7.1(a) is satisfied; (d) Seller will have obtained and delivered to Buyer evidence that Seller has obtained all Necessary Consents, which Necessary Consents shall be in form and substance reasonably acceptable to Buyer and will not have been revoked or cancelled as of the Closing; (e) there will not be any Order in effect preventing consummation of the transactions contemplated by this Agreement or any Action that seeks to enjoin, restrain, or prohibit the consummation of the transactions contemplated by this Agreement pending before any court or any other Governmental Authority; (f) Seller will have delivered or caused to be delivered to Buyer: (i) the Assignment and Assumption Agreement with respect to the assignment of the Amended License by and among USF, Seller and Buyer in substantially the form of Exhibit C attached hereto Agreement (“License Assignment”), duly executed by Seller and USF and acknowledged by Xxxxxxx; (ii) the Xxxx of Sale by and between Seller in favor of Buyer in substantially the form of Exhibit D attached hereto (the “Xxxx of Sale”), duly executed by Seller, and any other instruments of transfer reasonably required by Buyer to evidence the transfer of the Purchased Assets to Buyer, in each case duly executed by Seller; (iii) the Non-Competition and Non-Solicitation Agreement by Seller and Principals in favor of Buyer and Parent, in substantially the forms of Exhibits E ...
Sample 1Sample 2See All (4)
Conditions to Obligations of Buyer and Parent. The obligations of Buyer and Parent required to be performed by it at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions, each of which may be waived by Buyer and Parent as provided herein except as otherwise required by applicable law: 8.1
Sample 1
Conditions to Obligations of Buyer and Parent. The obligations of Buyer and Parent to consummate the transactions contemplated by this Agreement are further subject to satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for those qualified by materiality or Seller Material Adverse Effect, which shall be true in correct in all respects) as of the Closing Date, and Seller shall have performed all material obligations required to be performed by it under this Agreement; (b) Seller shall have entered into the Clearing Agreement with Buyer approved by the required regulatory authorities; (c) All consents necessary to the assignment to Buyer of the Leased Premises shall have been obtained by Seller, and there shall have been delivered to Buyer executed counterparts thereof reasonably satisfactory in form and substance to Buyer, of all such consents; and (d) There shall be no Seller Material Adverse Effect.
Sample 1Sample 2
Conditions to Obligations of Buyer and Parent. The obligation of Buyer and Parent to effect the Merger is also subject to the satisfaction, or waiver by Buyer and Parent, at or before the Effective Time, of the following conditions:
Sample 1
Conditions to Obligations of Buyer and Parent. The obligations of Buyer and Parent to consummate the Closing are subject to the satisfaction (or, to the extent permissible, waiver by the party or parties hereto entitled to the benefit of the following conditions) of the following conditions:
Sample 1
Conditions to Obligations of Buyer and Parent. The obligations of Buyer and Parent to complete the transactions contemplated hereby are subject to the satisfaction on or prior to the Closing Date of the following conditions: 10.1.1. No provision of any applicable law or regulation and no judgement, injunction, order or decree shall prohibit the consummation of the Closing.
Sample 1
AutoNDA by SimpleDocs
Conditions to Obligations of Buyer and Parent. The obligations of Buyer and Parent to consummate the Closing are subject to the satisfaction (or, to the extent permissible, waiver by the party or parties hereto entitled to the benefit of the following conditions) of the following conditions: (a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) The approvals set forth on Section 3.03(ii)(A) of the Parent Disclosure Schedule shall have been obtained. (c) No provision of any Applicable Law shall prohibit the consummation of the Closing. (d) The transactions contemplated by the Restructuring Plan shall have been completed.
Sample 1

Related to Conditions to Obligations of Buyer and Parent

  • 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):

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • 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 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 the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!