Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Parent and Purchaser’s waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the Seller Fundamental Representations, the representations and warranties of Seller contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or material adverse effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or material adverse effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Seller Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Seller and each of the Unitholders shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement.
(c) No Action shall have been commenced against Parent, Purchaser, Seller or any of the Unitholders which would prevent the Closing.
(d) All Consents that are listed on Section 4.3(a) of the Disclosure Schedules shall have been received in form and substance reasonably satisfactory to Parent and Purchaser, and executed counterparts thereof shall have been delivered to Parent and Purchaser at or prior to the Closing.
(e) From the date of this Agreement, there shall not have occurred any material adverse effect on the Business or the Purchased Assets, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a material adverse effect on the Business or the Purchased Assets.
(f) Seller shall have delivered to Parent and Purchaser duly executed counterparts to the Transaction Documents (other than this Agreement) an...
Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to effect the transactions to be performed by it at the Closing are, at the option of Parent and Purchaser, subject to the satisfaction at or prior to the Closing of the following additional conditions:
Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to effect the Merger are subject to the satisfaction of, or waiver by Parent, on or prior to the Closing Date of the following additional conditions:
Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to effect the Merger are further subject to the following conditions:
Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing;
(b) the representations and warranties of Seller contained in Sections 3.01, 3.02, 3.05 and 3.06 of this Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time); and
(c) the other representations and warranties of Seller contained in this Agreement or any writing delivered by Seller pursuant hereto (disregarding all materiality qualifications contained therein) shall be true at and as of the Closing Date as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (c), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.
Conditions to Obligations of Parent and Purchaser. The obligation of Parent and Purchaser to consummate the Closing is subject to the satisfaction (or waiver in writing by Purchaser) of the following conditions:
(a) (i) Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true at and as of the Closing Date as if made as of that date, (iii) Seller shall have delivered or caused to be delivered to Purchaser all of the items specified in Section 7.02, in each case in form and substance satisfactory to Purchaser and (iv) Purchaser shall have received a certificate signed by the President of Seller to the foregoing effect.
(b) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any person before any court, arbitrator or Governmental Authority nor shall any such proceeding be pending.
(c) There shall have not occurred any events or developments, individually or in the aggregate, resulting in a Material Adverse Effect with respect to Seller.
(d) All material written consents, assignments, waivers or authorizations, including, without limitation, all Permits, shareholder approvals that are required as a result of the transactions contemplated by this Agreement or the continuation in full force and effect of the Contracts and the Business shall have been obtained.
(e) The form and substance of all actions, proceedings, instruments, documents and other deliverables required to consummate the transactions contemplated by this Agreement shall have been satisfactory in all reasonable respects to Purchaser and Purchaser’s counsel.
(f) The auditor performing the audit pursuant to Section 6.05 must provide an unqualified opinion.
(g) Seller shall have delivered to Purchaser a certificate to the effect that each of the conditions specified in this Section 7.06 is satisfied in all respects.
(h) Purchaser shall have obtained third party financing for payment of the cash portion of the Purchase Price, on terms and conditions reasonably satisfactory to Purchaser.
(i) Xxxx Xxxxxx shall have transferred to Seller all right, title and interest in and to any assets and rights used by Seller in the operation and conduct of the Business that have been owned or otherwise regi...
Conditions to Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to effect the Merger shall be further subject to the satisfaction or waiver by Parent at or prior to the Closing, of each of the following conditions:
(a) Parent and Purchaser shall have received and be reasonably satisfied with the Required Financial Statements;
(b) the representations and warranties of the Company contained in this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a Company Material Adverse Effect or any similar standard or qualification), shall be true, complete and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true, complete and correct as of such specific date), except where the failure of any such representation or warranty to be so true, complete and correct would not have a Company Material Adverse Effect;
(c) the Company and the Company Subsidiaries shall have performed in all material respects each of the obligations, and complied in all material respects with each of the agreements and covenants, required to be performed by or complied with by them under this Agreement at or prior to the Closing Date;
(d) the Required Governmental Approvals shall have been made or obtained; and
(e) Parent shall have received a certificate of an executive officer of the Company, certifying that the conditions set forth in Sections 8.2(b) and (c) have been satisfied.
Conditions to Obligations of Parent and Purchaser. The obligations of ------------------------------------------------- Parent and Purchaser to consummate the Merger are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by Purchaser to the extent permitted by applicable law:
Conditions to Obligations of Parent and Purchaser. Solely if the Offer Termination shall have occurred or the Offer Closing shall not have occurred, the obligations of Parent and Purchaser to effect the Merger are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Effective Time of the following conditions:
