Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, or waiver by Purchasers of the following conditions: (a) The representations and warranties of Sellers contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be true and correct as of the Closing Date; (b) the representations and warranties of Sellers contained in art. IV other than those set out in sub-clause (a) above shall be true and correct as of the Closing Date, except in any case where the failure to be true and correct would not, in the aggregate, constitute a Material Adverse Effect; (c) there shall not have occurred (other than primarily as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents; (d) there shall not have occurred after the date of this Agreement a Material Adverse Effect on the Völkl Group Companies taken as a whole; (e) Sellers shall have performed, and shall have caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or by the Closing Date; (f) Sellers shall have obtained the third party consents set out in Schedule III.B.2; (g) Purchasers shall have procured the necessary funds for financing the cash portion of the Purchase Price and the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement); (h) Xxxxxx shall have released from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); and (i) Xxxxxx has submitted a written waiver to Purchasers and a fully executed reassignment as set forth in art. VIII.G.
Appears in 1 contract
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement are further shall be subject to the satisfactionfulfillment or Purchasers’ waiver, at or waiver by Purchasers prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Sellers Seller contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement Article III shall be true and correct in all respects as of the Closing Date;
Date with the same effect as though made at and as of such date (b) the except those representations and warranties that address matters only as of Sellers contained in art. IV other than those set out in sub-clause (a) above a specified date, which shall be true and correct in all respects as of the Closing Datethat specified date), except in any case where the failure of such representations and warranties to be true and correct would not, in the aggregate, constitute not have a Material Adverse Effect;.
(b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
(c) there Purchasers shall not have occurred (other than primarily received a legal opinion of counsel to the Company and Seller with respect to matters of Delaware and California law, substantially in the form attached hereto as a result Exhibit G, dated as of the Closing and addressed to Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;.
(d) there Seller shall not have occurred after delivered to Purchasers a certificate, dated the date Closing Date and signed by a duly authorized officer of this Agreement a Material Adverse Effect on Seller, that each of the Völkl Group Companies taken as a whole;conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied.
(e) Sellers Seller shall have performeddelivered, and shall have or caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed delivered, to Purchaser stock certificates evidencing the Shares, free and clear of Liens, duly endorsed in blank or accompanied by them on stock powers or by the Closing Date;other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed.
(f) Sellers Seller shall have obtained delivered to Purchasers the third party consents set out in Schedule III.B.2;Closing Worksheet.
(g) Purchasers The Seller Parties shall have procured consummated the necessary funds for financing the cash portion of the Purchase Price and the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement);
(h) Xxxxxx shall have released from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); and
(i) Xxxxxx has submitted a written waiver to Purchasers and a fully executed reassignment as set forth in art. VIII.G.Restructuring.
Appears in 1 contract
Conditions to Obligations of Purchasers. The obligations of Purchasers hereunder are subject to the fulfillment or satisfaction, on and as of the Closing Date, of each of the following conditions (any one or more of which may be waived by Purchasers, but only in a writing signed by Purchasers):
(a) The representations and warranties contained in Article II remain true and accurate in all material respects on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except to the extent a representation or warranty speaks specifically as of an earlier date and except for changes contemplated by this Agreement) and Sellers shall have provided Purchasers with a certificate, dated as of the Closing Date, to such effect.
(b) Sellers shall have performed and complied in all material respects with all of their covenants contained herein required to be performed on or before the Closing Date, and Purchasers shall have received a certificate to such effect signed by each of the Sellers.
(c) Except as set forth in the Seller Disclosure Schedule, there shall have been no Material Adverse Change in either of the Companies since December 31, 1997.
(d) All written consents, assignments, waivers or authorizations, other than Governmental Authorizations, that are required as a result of the transaction contemplated by this Agreement for the continuation in full force and effect of any Material Agreements shall have been obtained.
(e) Purchasers shall have received an opinion of counsel to Sellers and the Companies in form and substance satisfactory to Purchasers.
(f) All underwriting agreements of either of the Companies in force on the date hereof shall be in force on the Closing Date, except for such agreements which have been replaced with agreements of similar like and kind.
(g) The Companies shall have received and delivered to Purchasers the special purpose opinion of Coopers & Xxxxxxx, LLP on the combined financial statements of GIR and IAI and the related supplemental schedules for the years ended December 31, 1997 and 1996.
(h) Sellers shall have arranged for Purchasers' review of the Coopers & Xxxxxxx, LLP audit workpapers for IAI and GIR for each of fiscal year 1997 and the three prior fiscal years for GIR.
(i) Until the Closing, IAI shall continue to qualify as an S corporation and GIR shall continue to constitute a partnership for federal income tax purposes.
(j) Sellers shall have transferred all the IAI Common Stock and Partnership Assets to Purchasers, free and clear of all Liens and encumbrances other than the permitted encumbrances, with transfer taxes, if any, paid by Sellers. No claim shall have been filed, made or threatened by any person or entity asserting that he, she or it is entitled to any part of the Purchase Price paid for the IAI Common Stock or any of the Partnership Assets.
(k) Xxxxxxxx, Xxxxxxx and J. Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxx Xxxxxx-Xxxx and Xxxx X. Xxxxxxxxxx (collectively, the "Employees") and such other key employees of the Companies as Purchasers shall require shall each have executed and delivered to Purchasers a Non-Competition Agreement in form and substance reasonably satisfactory to Purchasers, and all employment or consulting agreements of either of the Companies other than those described on the Sellers' Disclosure Schedule shall have been terminated without any payment by or further obligation of either of the Companies.
(l) Shareholders shall have furnished Purchasers with evidence of such consents as Shareholders shall know, or Purchasers shall determine, to be required to enable Purchasers to continue to enjoy the benefit of any lease, license, permit, contract or other agreement or instrument to or of which either of the Companies is a party or beneficiary and which can, by its terms (with consent) and consistent with applicable law, be so enjoyed after the transfer of the IAI Common Stock and Partnership Assets to Purchasers. If there is in existence any material lease, governmental license, permit or contract that by its terms or applicable law, expires, terminates or is otherwise rendered invalid upon the transfer of the IAI Common Stock or the Partnership Assets to Purchasers, and such lease, license, permit, or contract is required in order for the business of either of the Companies to continue to be conducted following the transfer of the IAI Common Stock and Partnership Assets in the same manner as conducted previously, Purchasers shall have obtained, or been furnished by Shareholders an equivalent of, that lease, license, permit, or contract effective as of and after the Closing Date.
(m) Purchasers shall have received resignations of all persons who are officers or directors, as applicable, of IAI and GIR immediately prior to the Closing.
(n) Purchasers shall have received general releases in favor of each of the Companies and Purchasers executed by each of the Sellers and any such other employees, officers or directors of the Companies as Purchasers may designate in writing at the time this Agreement is executed. Those releases will not relate to rights or obligations arising under this Agreement.
(o) Purchasers shall have received possession of all corporate, accounting, business and tax records of each of the Companies.
(p) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement are further subject shall have been satisfactory in all reasonable respects to the satisfaction, or waiver by Purchasers of the following conditions:and Purchasers' counsel.
(aq) The representations and warranties of Sellers contained in art. IV.A Shareholders shall have paid to Xxxxxxxxxxx Partners, Inc./PaineWebber Incorporated (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property"NP/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this AgreementPW") and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be true and correct as of the Closing Date;
(b) the representations and warranties of Sellers contained in art. IV from funds other than those set out in sub-clause (a) above shall be true and correct as of the Closing Date, except in any case where the failure to be true and correct would not, in the aggregate, constitute a Material Adverse Effect;
(c) there shall not have occurred (other than primarily as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;
(d) there shall not have occurred after the date of this Agreement a Material Adverse Effect on the Völkl Group Companies taken as a whole;
(e) Sellers shall have performed, and shall have caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or by the Closing Date;
(f) Sellers shall have obtained the third party consents set out in Schedule III.B.2;
(g) Purchasers shall have procured the necessary funds for financing the cash portion of the Purchase Price and all amounts claimed by NP/PW to be due to NP/PW in connection with the transactions contemplated by this Agreement and such financing is not subject shall have delivered to any future conditions beyond the control of K2 or Purchasers (it being understood a release executed by NP/PW to that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent effect satisfactory to Purchasers’ obligations under this Agreement);.
(hr) Xxxxxx Purchasers shall have released received an Investment Agreement from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); andXxxxxxx.
(is) Xxxxxx Purchasers shall have received an agreement from Xxxxxxxx whereby Xxxxxxxx agrees that if at any time during the first twelve months after the Closing Date, Xxxxxxx is no longer working for Merger Sub whether or not Xxxxxxx has submitted voluntarily or involuntarily been terminated, and whether or not such termination is with or without cause, then and in such event Xxxxxxxx shall agree for a written waiver period of twelve months subsequent to the date of Xxxxxxx'x termination to provide to Merger Sub up to 500 hours of time, as provided in a Consulting Agreement between Purchasers and a fully executed reassignment Xxxxxxxx. Xxxxxxxx shall receive no compensation for providing such time but shall have expenses reimbursed as set forth in art. VIII.G.such agreement.
(t) Xxxxxxxx shall have provided the amount set forth on Schedule 7.1(t) to those persons set forth on such Schedule.
Appears in 1 contract
Samples: Purchase Agreement (HCC Insurance Holdings Inc/De/)
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement Closing are further subject to the satisfaction, or waiver by Purchasers Purchasers, of each of the following conditions:
(a) The Seller shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at Closing.
(b) All of the representations and warranties of Sellers Seller contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be true and correct as of the Closing Date;
(b) the representations and warranties of Sellers contained in art. IV other than those set out in sub-clause (a) above shall be true and correct all material respects as of the Closing Date, except in any case where the failure to for those representations and warranties which are made as of a specific date, which shall be true and correct would not, in the aggregate, constitute a Material Adverse Effect;all material respects as of such date.
(c) there Seller shall not have occurred (other than primarily delivered to Purchasers a certificate signed by an authorized officer stating that, as a result of the Purchasers’ actionsClosing Date, the conditions set forth in Sections 7.1(a) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers7.1(b) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;have been satisfied.
(d) there No temporary restraining order, preliminary or permanent injunction, stay, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority prohibiting the consummation of the Closing shall not have occurred after the date of this Agreement a Material Adverse Effect on the Völkl Group Companies taken as a whole;be in effect.
(e) Sellers Except the City Consent (which shall be governed by Section 7.1(h)) and compliance with the HSR Act (which shall be governed by Section 7.1(i)), all material Sports Entities' Required Governmental Approvals shall have performedbeen obtained without the imposition of any conditions unacceptable to Purchasers in their reasonable discretion. All such Sports Entities' Required Governmental Approvals shall be in effect, all applicable waiting periods with respect to such Sports Entities' Required Governmental Approvals shall have expired, and all conditions and requirements prescribed by Applicable Law or by such Sports Entities' Required Governmental Approvals to be satisfied on or prior to the Closing Date shall have caused been satisfied to the Völkl Group Companies to perform, extent necessary such that all such Sports Entities' Required Governmental Approvals are in all material respects all actions, obligations full force and covenants under this Agreement required to be performed by them on or by effect as of the Closing Date;Closing.
(f) Sellers Except the consents of the NBA and NHL (which shall be governed by Section 7.1(g)), all material Sports Entities' Required Contractual Consents shall have been obtained without the third party consents set out imposition of any conditions unacceptable to Purchasers in Schedule III.B.2;their reasonable discretion. All such Sports Entities' Required Contractual Consents shall be effective, and all conditions and requirements prescribed by any such Sports Entities' Required Contractual Consent to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Sports Entities' Required Contractual Consents are in full force and effect as of the Closing.
(g) Purchasers All required written consents of the NBA and the NHL to the transfer of membership and partnership interests contemplated by this Agreement shall have procured been obtained on customary or otherwise reasonable terms and conditions; provided that terms and conditions similar to those included in the necessary funds for financing the cash portion existing Consent Agreements of the Purchase Price Avalanche or the existing Agreements and Undertakings of the Nuggets, including any Consent Agreement of the Avalanche and any Agreement and Undertaking of the Nuggets entered into in connection with the acquisition of control of Sellers by Liberty Media Corporation, or otherwise consistent with conditions imposed on other NBA (including specifically former American Basketball Association) teams or NHL teams will be deemed to be customary or otherwise reasonable terms and conditions. Each of KMS Sports and KMN Ball shall have received satisfactory assurance, either through written confirmation from the NBA that league approval was obtained at a meeting of the NBA's board of governors, or by a unanimous authorization by the NBA Member Teams, the NBA, or otherwise in accordance with such league's Organizational Documents, to the transfer of the Nuggets to each of KMS Sports and KMN Ball.
(h) The City Consent shall have been obtained without the imposition of any conditions that are unreasonable and unacceptable to Purchasers in their reasonable judgment, it being understood that the conditions described in Section 9.10 in no event will be deemed unreasonable or unacceptable to Purchasers.
(i) If the filing of a Notification Form under the HSR Act is required, the waiting period applicable to the consummation of the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond under the control of K2 HSR Act shall have expired or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement);been terminated.
(hj) Xxxxxx shall Purchasers must have released from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); and
received (i) Xxxxxx a "date-down" endorsement, in form and substance reasonably satisfactory to Purchasers, to the existing title insurance policy covering the Arena Land, unless the Arena Land has been conveyed to the City pursuant to the Arena Agreement, and (ii) either an extended coverage title insurance policy pursuant to the existing title commitment covering the Development Property, if one has not been issued prior to the Closing, or a "date-down" endorsement, in form and substance reasonably satisfactory to Purchasers, to the title insurance policy covering the Development Property previously issued pursuant to such title commitment.
(k) Purchasers must have received evidence reasonably satisfactory to them that all Liabilities of any Purchased Entity to Seller or any other Purchased Entity have been forgiven and discharged, other than Liabilities created by this Agreement.
(l) Purchasers must have received current certificates of good standing from the Delaware Secretary of State with regard to AEG, HC, LLC-I, Nuggets LP, LLC-II, and, if applicable, Denver Arena Trust.
(m) Purchasers must have received current certificates of good standing from the Colorado Secretary of State with regard to Ascent Arena Company, Arena Operating Company, Avalanche LLC and the Nevada Secretary of State with regard to Mountain Mobile.
(n) Purchasers must have received a copy of the independent public accountants' report to be submitted a written waiver on or before May 31, 2000, pursuant to Purchasers the Sale and a fully executed reassignment as set forth Servicing Agreement, and such report must state that such accountants have performed certain procedures in art. VIII.G.connection with Ascent Arena Company's compliance with respect to its servicing obligations under the Sale and Servicing Agreement and identify results of such procedures and including any exceptions and notes.
(o) All documents required to be delivered under Article IV must have been delivered.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ascent Entertainment Group Inc)
Conditions to Obligations of Purchasers. The obligations of Purchasers each Purchaser to consummate subscribe for, purchase and pay for the transactions Subscribed Shares as contemplated by this Agreement are further subject to the satisfaction, on or waiver by Purchasers before the applicable Closing Date, of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion:
(a) The Company Fundamental Warranties shall have been true and correct in all respects on and as of the applicable Closing Date as though such representations and warranties were made on and as of the applicable Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date). Other representations and warranties of Sellers the Company contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) Section 4.01 of this Agreement shall be have been true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar qualifications, true and correct in all respects) on and as of the applicable Closing Date;Date as though such representations and warranties were made on and as of the applicable Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date).
(b) the representations The Company shall have duly executed and warranties of Sellers contained in art. IV other than those set out in sub-clause (a) above delivered or shall be true and correct as of the Closing Date, except in any case where the failure have caused to be true duly executed and correct would not, in delivered each Transaction Agreement to which it is a party to the aggregate, constitute a Material Adverse Effect;Purchaser at or prior to Closing.
(c) there The Company shall have performed and complied with all, and not have occurred (be in breach or default under any, agreements, covenants, conditions and obligations contained in this Agreement and the other than primarily as a result of Transaction Agreements to which the Purchasers’ actions) any events giving rise Company and such Purchaser are parties that are required to any causes of action (whether asserted be performed or unasserted in litigation and including any claims complied with on or causes of action by or available to Sellers) which materially and adversely affect before the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;Closing Date.
(d) there Such Purchaser shall not have occurred after the date of this Agreement a Material Adverse Effect satisfactorily completed its due diligence on the Völkl Group Companies taken as a whole;Company.
(e) Sellers Such Purchaser and the Company shall have performedobtained, and shall have caused as applicable, the Völkl Group Companies to performapproval of their respective board of directors, in all material respects all actionsthe investment committee, obligations and covenants under this Agreement required to be performed by them on or by and/or the Closing Date;shareholders, as applicable.
(f) Sellers All regulatory approvals and material third party consents, as applicable, shall have been obtained or waived by the third party consents set out in Schedule III.B.2;whose approval or consent, as applicable, is required.
(g) Purchasers There shall have procured the necessary funds for financing the cash portion been no Material Adverse Effect of the Purchase Price and the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement);Company.
(h) Xxxxxx Solely with respect to each 2nd Closing Purchaser, (i) one or more Registration Statements (as defined in the Registration Rights Agreement) covering the resale of all of the 2nd Closing Subscribed Shares shall have released from pledge become, and continue to be, effective without any and all IP Rights which have been pledged in favor of Xxxxxx lock-up or other trading restrictions (except as security for may be required by Applicable Law) such that the Loans or otherwise (including, for 2nd Closing Subscribed Shares will be freely tradable immediately upon the avoidance of doubt, the pledge effectiveness of the firm name “Völkl” which was pledged Registration Statement(s) without any restrictions, and (ii) the applicable 2nd Closing Date shall occur on or prior to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); andthe 2nd Closing Deadline.
(i) Xxxxxx has submitted a written waiver Solely with respect to Purchasers and a fully executed reassignment as set forth in art. VIII.G.the 1st Closing Purchaser, the Closing Date shall occur on or prior to the 1st Closing Deadline.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dragon Victory International LTD)
Conditions to Obligations of Purchasers. The obligations of Purchasers hereunder are subject to the fulfillment or satisfaction, on and as of the Effective Date, of each of the following conditions (any one or more of which may be waived by Purchasers, but only in a writing signed by Purchasers):
(a) The representations and warranties contained in Article 3 (considered collectively) and each of those representations and warranties (considered individually) remain true and accurate in all material respects on and as of the Effective Date with the same force and effect as if they had been made on the Effective Date (except to the extent a representation or warranty speaks specifically as of an earlier date and except for changes contemplated by this Agreement) without giving effect to any supplement to the Sellers Disclosure Schedule and Sellers shall have provided Purchasers with a certificate, dated as of the Effective Date, to such effect.
(b) Each of the representations and warranties in Section 3.1, Section 3.5, Section 3.6, Section 3.7, Section 3.10 and Section 3.27 must be accurate in all respects as of the date of this Agreement and must be accurate in all respects as of the Effective Date as if made on the Effective Date without giving effect to any supplement to the Sellers Disclosure Schedule.
(c) Sellers shall have performed and complied in all material respects with all of their covenants (considered individually and collectively) contained herein required to be performed on or before the Effective Date. Each of the covenants set forth in Section 5.1(e), (h) and (k) shall have been performed in all respects as of the Effective Date. Purchasers shall have received a certificate to such effect signed by each of the Sellers.
(d) There shall have been no Material Adverse Change in SCC since September 30, 2000.
(e) All written consents, assignments, waivers or authorizations, other than Governmental Authorizations, that are required as a result of the transaction contemplated by this Agreement for the continuation in full force and effect of any Material Agreements shall have been obtained.
(f) Purchasers shall have received an opinion of counsel to Sellers and SCC in form and substance satisfactory to Purchasers.
(g) All agency and commission fee agreements, overrides and business contracts (collectively "Fee Agreements") of SCC in force on the date of this Agreement shall be in force on the Effective Date, without restriction or modification as a result of the consummation of the Merger for a period at least equal to the remainder of their respective annual terms.
(h) The Sellers shall have received and caused to be delivered to Purchasers the opinion of Holland, Shipes & Vann, X.C. on the financial statements of SCC and the related supplemental schedules for the year ended December 31, 1999.
(i) Sellers shall have arranged for Purchasers' review of the audit or review workpapers for SCC for each of fiscal year 1999 and the three prior fiscal years.
(j) Until the Closing, SCC shall continue to qualify as an S corporation.
(k) Schaxxx xxx Tolbxxx (xxllectively, the "Key Employees") and such other key employees of SCC as Purchasers shall require, shall each have executed and delivered to Purchasers a Non-Competition Agreement in form and substance reasonably satisfactory to Purchasers and the Key Employees shall have entered into an agreement with the Purchasers providing for their continued employment. All other employment or consulting agreements of SCC other than those described on the Sellers' Disclosure Schedule shall at Purchaser's request be terminated without any payment by or further obligation of SCC.
(l) Each of the Key Employees shall be alive and not in any way, Disabled. For purposes of this Agreement, a person shall be deemed to be "Disabled" if he is unable to engage in any substantial portion of his regular duties for SCC or any Affiliate of SCC by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than three (3) months.
(m) Shareholders shall have furnished Purchasers with evidence of such consents as Shareholders shall know, or Purchasers shall determine, to be required to enable Purchasers to continue to enjoy the benefit of any lease, license, permit, contract or other agreement or instrument to which SCC is a party or beneficiary and which can, by its terms (with consent) and consistent with applicable law, be so enjoyed after the Merger. If there is in existence any lease, governmental license, permit or contract that, by its terms or applicable law, expires, terminates or is otherwise rendered invalid upon the Merger, and such lease, license, permit, or contract is required in order for the business of SCC to continue to be conducted following the Merger in the same manner as conducted previously, Purchasers shall have obtained, or been furnished by Shareholders an equivalent of, that lease, license, permit, or contract effective as of and after the Effective Date.
(n) Purchasers shall have received resignations of all persons who are officers or directors, as applicable, of SCC immediately prior to the Closing.
(o) Purchasers shall have received general releases in favor of SCC and Purchasers executed by each of the Sellers, Lisa Xxxxxxx, xxd Susax Xxxxxxx. Xxose releases will not relate to rights or obligations arising under this Agreement.
(p) Purchasers shall have received possession of all corporate, accounting, business and tax records of SCC.
(q) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement are further subject shall have been satisfactory in all reasonable respects to the satisfaction, or waiver by Purchasers of the following conditions:and Purchasers' counsel.
(ar) The representations Purchasers and warranties SCC shall have received the letters from Holland, Shipes & Vann, X.C., accountants for SCC and addressed to Purchasers and SCC stating that SCC qualifies as an entity that may be a party to a business combination for which the pooling-of-interests accounting method of Sellers contained in art. IV.A accounting would be available.
(Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear s) No order of any Lienscourt or administrative agency shall be in effect that enjoins, except for any Liens disclosed in this Agreement) and IV.P (Environmental Mattersrestrains, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) conditions or prohibits consummation of this Agreement or any Operative Agreement, no litigation, investigation or administrative proceeding shall be true and correct as of the Closing Date;
(b) the representations and warranties of Sellers contained in art. IV other than those set out in sub-clause (a) above shall be true and correct as of the Closing Datepending or threatened that would enjoin, except in any case where the failure to be true and correct would notrestrain, in the aggregate, constitute a Material Adverse Effect;
(c) there shall not have occurred (other than primarily as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted condition or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;
(d) there shall not have occurred after the date prevent consummation of this Agreement a Material Adverse Effect on the Völkl Group Companies taken as a whole;or any Operative Agreement.
(e) Sellers shall have performed, and shall have caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or by the Closing Date;
(f) Sellers shall have obtained the third party consents set out in Schedule III.B.2;
(gt) Purchasers shall have procured the necessary funds for financing the cash portion received from each of the Purchase Price Shareholders an agreement that each such Shareholders shall dispose of any investment which is reasonably deemed by HCC to be in conflict with any of HCC's or SCC's operations within twelve (12) months after the Closing Date.
(u) Purchasers shall have received from each Shareholder an agreement that any of the HCC Common Stock received hereunder shall be held for a minimum of one year period and the transactions contemplated by this Agreement and such financing is not shall be further subject to any future conditions beyond limitations on sale contained in any rules or regulations of the control SEC under the Securities Act or the Exchange Act, or which result in Purchaser losing the benefits of K2 or accounting for the business combination as a pooling of interests.
(v) The Shareholders shall have entered into the Escrow Agreement.
(w) Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed satisfied that on a condition precedent to Purchasers’ obligations under this Agreement);
(h) Xxxxxx shall have released from pledge any and all IP Rights which have been pledged in favor pro-forma basis SCC will earn at least $5,000,000 of Xxxxxx as security pre-tax profit for the Loans or otherwise (includingyear ended December 31, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); and
(i) Xxxxxx has submitted a written waiver to Purchasers and a fully executed reassignment as set forth in art. VIII.G.2000.
Appears in 1 contract
Conditions to Obligations of Purchasers. The obligations of the Purchasers to consummate the transactions contemplated by under this Agreement are further subject in relation to the satisfaction, or waiver by Purchasers purchase of the Shares in any Company are conditional upon satisfaction of the following conditions:conditions and the conditions specified in Clauses 3(a), 3(b) and 3(c) hereof with respect to that Company on or prior to the Closing of the sale and purchase of the Shares in that Company, none of which may be waived unless AerCo has obtained a Rating Agency Confirmation (as defined in the Notes Indenture), provided that the Warranties of the Sellers shall only be made with respect to the Company or Companies which is or are being transferred to the Purchasers on such Closing Date:-
(a) The representations (if the Company is incorporated in Ireland) compliance with rules regarding provision of financial assistance in Ireland;
(b) the Company being the owner of the Aircraft specified in the applicable Delivery Notice;
(c) delivery by AerFi to AerCo of a certificate signed by a director or officer of AerFi certifying the amount of Company Debt of that Company as at the Reference Balance Sheet Date;
(d) all authorisations, consents, orders and warranties approvals of Sellers contained Government Authorities and officials listed in art. IV.A the Disclosure Letter (Capacityas updated pursuant to Clause 12.1 hereof) having been obtained in form and substance reasonably satisfactory to the relevant Purchaser;
(e) subject to such matters as may be disclosed in the Disclosure Letter (as updated pursuant to Clause 12.1), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be Warranties being true and correct as of the applicable Closing Date (and in the case of Warranties relating to the Pro-Forma Balance Sheets, as of the Offering Closing Date), other than such Warranties as are made as of another date and the covenants and agreements contained in this Agreement to be complied with by the Sellers on or before the relevant Closing having been complied with in all material respects in relation to the Company and the Purchasers having received a duly executed certificate from the Sellers to such effect as of the date of such Closing;
(f) no Action having been commenced or threatened by or before any Governmental Authority against the Sellers, the Purchasers, the Companies or any of them seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Purchasers reasonably believe is likely to render it impossible or unlawful for any of the parties to perform their obligations hereunder or which could have a Material Adverse Effect and the Purchasers having received a duly executed certificate of the Sellers to such effect in regard to the Sellers and the Companies; provided however that this condition shall not apply to any Action solicited or encouraged by the Purchasers;
(g) receipt of a certified copy resolution of the board of each of the Sellers duly authorising the execution, delivery and performance by the Sellers of this Agreement and the Deed of Tax Indemnity and the transactions contemplated hereby and thereby;
(h) receipt of a certificate of a director or the secretary or assistant secretary of each of the Sellers certifying the names and signatures of each of the officers of the Sellers authorised to sign this Agreement and the Deed of Tax Indemnity and the documents to be delivered thereunder;
(i) the relevant Seller(s) having delivered to the relevant Purchaser a certificate of solvency in the relevant form set out in Schedule 6A, 6B, 6C or 6D or such other form as may be agreed with the relevant Purchaser on the date hereof and on each Closing Date;
(bj) the representations Note Purchase Agreement and warranties of Sellers contained Other Transaction Documents relating to the relevant Company having been duly entered into and having become unconditional in art. IV other than those set out in sub-clause (a) above shall be true and correct as all respects save for any conditions relating to this Agreement or the satisfaction of the Closing Date, except in any case where the failure to be true and correct would not, in the aggregate, constitute a Material Adverse Effectconditions precedent hereunder;
(ck) there shall insofar as not have occurred (other than primarily as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties already provided to the Ancillary Documents which Sellers are in a position relevant Purchaser or held by the relevant Company, receipt by AerCo of:-
(i) the Aircraft Purchase Agreements relating to control) to consummate the transactions contemplated hereby or Aircraft owned by any of the Ancillary Documentsrelevant Company;
(dii) there shall not have occurred after the date of this Agreement a Material Adverse Effect on Leases relating to the Völkl Group Companies taken as a whole;
(e) Sellers shall have performed, and shall have caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or Aircraft owned by the Closing Date;
relevant Company or confirmation (fin terms satisfactory to the relevant Purchaser) Sellers shall have obtained that same are or will be held to the third party consents set out in Schedule III.B.2;
(g) Purchasers shall have procured the necessary funds for financing the cash portion order of the Purchase Price and relevant Purchaser or the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement);
(h) Xxxxxx shall have released from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996)relevant Company; and
(iiii) Xxxxxx delivery acknowledgements or bills of sale evidencing the title of the relevant Company to the relevant Aircraft provided that nothing in this Clause shall compel the Sellers to produce any original bills of sale at any location in the United Kingdom;
(l) the relevant Purchaser having determined that each member of the Seller Group has submitted a written waiver performed or caused to Purchasers and a fully executed reassignment as set forth in art. VIII.G.have performed on or prior to the applicable Closing Date each covenant, agreement, delivery or condition to be performed or satisfied under all of the Leases relating to the Aircraft
Appears in 1 contract
Samples: Share Purchase Agreement (Aerco LTD)
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement Closing are further subject to the satisfaction, or waiver by Purchasers Purchasers, of each of the following conditions:
(a1) The Seller shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at Closing.
(2) All of the representations and warranties of Sellers AEG contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be true and correct in all material respects as of the Closing Date;
(b) the , except for those representations and warranties which are made as of Sellers contained in art. IV other than those set out in sub-clause (a) above a specific date, which shall be true and correct as of such date, and except for the representations and warranties in subsections (a)(ix)(A), (E), (F), (G), (H), (I) and (b)(viii)(A), (B), (C), (D) and (E) of Section 5.11 which are not conditions to Closing.
(3) AEG shall have delivered to Purchasers a certificate signed by an authorized officer stating that, as of the Closing Date, except the conditions set forth in Sections 7.1(a) and 7.1(b) have been satisfied.
(4) No temporary restraining order, preliminary or permanent injunction, stay, cease and desist order or other order issued by any case where court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the failure consummation of the Closing shall be in effect.
(5) An opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to be true Seller, and correct would notthe General Counsel of Seller, in the aggregate, constitute form agreed upon by Purchasers and Seller shall have been delivered to Purchasers.
(6) All material Sports Entities Required Governmental Approvals shall have been obtained without the imposition of any conditions that would result in a Material Adverse Effect;
(c) there . All such Sports Entities Required Governmental Approvals shall not be in effect, all applicable waiting periods with respect to such Sports Entities Required Governmental Approvals shall have occurred (other than primarily expired, and all conditions and requirements prescribed by Applicable Law or by such Sports Entities Required Governmental Approvals to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Sports Entities Required Governmental Approvals are in full force and effect as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;
(d) there shall not have occurred after the date of this Agreement a Material Adverse Effect on the Völkl Group Companies taken as a whole;
(e) Sellers shall have performed, and shall have caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or by the Closing Date;
(f) Sellers shall have obtained the third party consents set out in Schedule III.B.2;
(g) Purchasers shall have procured the necessary funds for financing the cash portion of the Purchase Price and the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement);
(h) Xxxxxx shall have released from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); and
(i) Xxxxxx has submitted a written waiver to Purchasers and a fully executed reassignment as set forth in art. VIII.G.Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ascent Entertainment Group Inc)
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, or waiver by Purchasers of the following conditions:
(a) The representations and warranties of Sellers contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH CTS and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl Marker trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be true and correct as of the Closing Date;
(b) the representations and warranties of Sellers contained in art. IV other than those set out in sub-clause (a) above shall be true and correct as of the Closing Date, except in any case where the failure to be true and correct would not, in the aggregate, constitute a Material Adverse Effect;
(c) there shall not have occurred (other than primarily as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;
(d) there shall not have occurred after the date of this Agreement a Material Adverse Effect on the Völkl Marker Group Companies taken as a whole;
(e) Sellers shall have performed, and shall have caused the Völkl Marker Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or by the Closing Date;
(f) Sellers shall have obtained the third party consents set out in Schedule III.B.2;
(g) Purchasers shall have procured the necessary funds for financing the cash portion of the Purchase Price and the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ obligations under this Agreement);; and
(h) Xxxxxx shall have released from pledge any and all IP Rights which have been pledged in favor of Xxxxxx as security for the Loans or otherwise (including, for the avoidance of doubt, the pledge of the firm name “Völkl” which was pledged to Xxxxxx pursuant to a pledge agreement dated March 29, 1996); and
(i) Xxxxxx has submitted a written waiver to Purchasers and a fully executed reassignment as set forth in art. VIII.G.otherwise.
Appears in 1 contract
