Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to effect the Closing is subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing of the following additional conditions:
Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to consummate and close the transactions contemplated by this Agreement is subject to the fulfillment of all of the following conditions precedent at or prior to the Closing Date, any one or more of which may be waived in whole or in part by Purchaser in writing:
(a) The representations and warranties of TTS and Shareholder contained herein shall be true and correct in all material respects on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.
(b) TTS and Shareholder shall have performed and complied with all covenants, conditions and obligations of this Agreement required to be performed or complied with by them on or before the Closing Date.
(c) TTS and Shareholder shall have delivered to Purchaser a certificate executed by Shareholder and the President and Secretary of TTS to the effect that, as of the Closing Date: (i) all representations and warranties made by TTS and Shareholder under this Agreement are true and complete, and (ii) all covenants, obligations and conditions of this Agreement to be performed by TTS and Shareholder on or before such date have been so performed.
(d) Purchaser shall have completed, to its satisfaction in its sole discretion, the investigation, evaluation and diligence review (whether financial, legal or other) of TTS and its Subsidiaries, their respective businesses, operations, properties and assets, and any other matter, liability or concern in connection with TTS and its Subsidiaries.
(e) The Employment Agreements referenced in Section 2.1 in substantially the form attached hereto as Exhibits D, E and F, and all other Ancillary Agreements referenced in Article II of this Agreement, shall be executed by Shareholder, Xxxxxx and Xxxxxx.
(f) The Xxxxxxxxx Family Living Trust shall have fully released its security interest in the TTS Shares and filed a UCC Termination Statement with respect thereto.
(g) Since the date of execution of this Agreement, there shall not have occurred any event or condition of any character (including. without limitation, any bankruptcy or similar legal or equitable proceeding), or any damage, destruction, or loss (whether or not covered by insurance), that has had or is reasonably likely to have a material adverse effect on the business, properties, financial condition, or business prospects of TTS or any Subsidiary.
(h) Purchaser shall have taken all necessary action required under...
Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the Closing Date of the following conditions:
(a) All material consents, authorizations, registrations or approvals of or with any Governmental Authority or other Person required in connection with the consummation of the transactions contemplated by this Agreement, each of which is set forth in Section 5.5 of the Seller’s Disclosure Letter, to have been filed, made, given or obtained by Seller shall have been filed, made, given or obtained and copies thereof shall have been delivered to Purchaser; provided, however, that the obligation of Purchaser to consummate the transactions contemplated by this Agreement shall not be subject to the satisfaction or waiver of the condition set forth in this Section 11.2(a) if Purchaser fails to satisfy its obligations under Sections 8.1(b) and 8.1(c).
(b) Each of the representations and warranties of Seller contained in this Agreement that is qualified as to materiality shall be true and correct, and each of the representations and warranties of Seller that is not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).
(c) The Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by the Seller on or prior to the Closing.
(d) The Seller shall have delivered or caused to be delivered to Purchaser the items set forth in Section 3.2(a).
(e) The Seller Land shall not have become subject, subsequent to the date of this Agreement and prior to the Closing Date, to physical damage by fire, flood, windstorm, earthquake or other similar occurrence, or to any Condemnation proceeding, which causes or may cause a diminution in the value of the Seller Land by at least $5,000,000.
Conditions to Obligations of Purchaser to Close. Each and every obligation of Purchaser under this Agreement to be performed on or prior to the Closing shall be subject to the fulfillment, on or prior to the Closing, of each of the following conditions, which conditions each of the Company and Parent agrees to use best efforts to satisfy:
Conditions to Obligations of Purchaser to Close. Purchaser's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, prior to or at the Closing, of each of the following conditions:
(a) Each of the representations and warranties of Sellers contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except where the failure to be so true and correct (without regard to any Business Material Adverse Effect or materiality qualifications set forth in any such representation or warranty) would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect.
(b) The obligations of Sellers to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed in all material respects on or before the Closing Date.
(c) Sellers shall have delivered, or caused to be delivered, to Purchaser each of the deliverables specified in Section 3.3.
(d) Purchaser shall have received at the Closing a certificate dated the Closing Date, which certificate shall be validly executed on behalf of each Seller by an appropriate executive officer of Parent, certifying that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied.
Conditions to Obligations of Purchaser to Close. Purchaser’s obligation to effect the Sale is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions:
(a) (i) The representations and warranties of Sellers contained in Section 4.3(a) shall be true and correct except for any de minimis inaccuracies as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Sellers contained in Section 4.1(a), Section 4.3(b), Section 4.3(c) and Section 4.4 (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date and (iii) the other representations and warranties of Sellers contained in Article IV shall be true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct only as of such particular date), except in the case of this clause (iii), where the failure to be so true and correct would not have, and would not reasonably be expected to have, a Business Material Adverse Effect.
Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the Closing Date or such other date designated in such condition (but in no event later than the Outside Date), of the following conditions:
Conditions to Obligations of Purchaser to Close. Purchaser's obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions:
(a) Each of the representations and warranties of Sellers and Cantor contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date except where the failure to be so true and correct (after excluding the effect of any Business Material Adverse Effect or other materiality qualifications) would not result in a Business Material Adverse Effect; except that (i) those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date and (ii) the representation and warranties in Section 4.2(a) and (b) (Acquired Subsidiaries) and Section 4.10(a) (Title) shall be true and correct in all material respects.
(b) The covenants, agreements and obligations of Sellers and Cantor to be complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully complied with in all material respects on or before the Closing.
Conditions to Obligations of Purchaser to Close. Purchaser’s obligation to effect the Sale is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions:
(a) (i) The representations and warranties of Sellers contained in Section 4.3(a) shall be true and correct except for any de minimis inaccuracies as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Sellers contained in Section 4.1(a), Section 4.3(b), Section 4.3(c) and Section 4.4 (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made
Conditions to Obligations of Purchaser to Close. Purchaser’s obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Purchaser in its sole discretion), prior to or at the Closing, of each of the following conditions: (a)Each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (read without regard to qualifications as to Company Material Adverse Effect or materiality) except where the failure of such representations and warranties to be so true and correct would not, and would not reasonably be expected to, result in a Company Material Adverse Effect; provided, that (i) those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date and (ii) the Seller Fundamental Representations shall be true and correct in all respects.
