Conditions to Obligations of Seller to Close. The obligation of Seller to effect the Closing is subject to the satisfaction (or waiver by Seller) at or prior to the Closing of the following additional conditions:
Conditions to Obligations of Seller to Close. The obligation of Seller to sell, transfer and convey the Acquired Assets and Liabilities to Buyer and otherwise consummate the Contemplated Transactions that are to be consummated at the Closing is subject to the satisfaction, as of the day of Closing, of the following conditions (any of which may (to the extent permitted by Applicable Law) be waived by Seller, in its sole discretion in whole or in part):
Conditions to Obligations of Seller to Close. Seller's obligation to close the transactions described herein shall be subject to the satisfaction, on or before the applicable closing, of the following conditions unless waived in writing by Seller:
(a) Each of the representations and warranties of Purchaser contained herein, and in any certificate delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date.
(b) Purchaser shall have delivered to Seller certified resolutions of Purchaser's board of directors and Purchaser's shareholders authorizing Purchaser's execution, delivery and performance of this Agreement.
(c) The parties shall have obtained all necessary approvals for the proposed transaction from all applicable lending, governmental and regulatory authorities, including, without limitation, the approval of the Bankruptcy Court pursuant to one or more written final and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(m) of the United States Bankruptcy Code.
(d) Purchaser shall have delivered to Seller a certified copy of Purchaser's Articles of Incorporation, including all amendments thereto, and a Certificate of Good Standing issued by the Secretary of State of Illinois with respect to Purchaser and each other jurisdiction where Purchaser conducts its business, dated within fifteen (15) days of the Closing Date.
(e) As a condition to the sale of the Purchased Assets, Purchaser shall have delivered to Seller at the Closing the Purchase Price described in Paragraph 4(a) above and, as a condition to the sale of the Real Estate at the Real Estate Closing the Purchase Price described in Paragraph 4(b) above; provided, however, that Purchaser shall have unrestricted access to the Real Estate and right to use the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from the date of such sale) for the period from the Closing to the Real Estate Closing. Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and M...
Conditions to Obligations of Seller to Close. The obligations of the Seller to consummate the sale and transfer of the Shares and the other transactions set forth herein shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Seller to Close. The obligation of Seller to consummate this Agreement shall be subject to the following conditions, any one or more which may be waived by Seller:
11.1 The representations and warranties made by Buyer herein shall be deemed to be repeated on the Closing Date with the same force and effect as if made on such date, and shall be true and correct in all respects as though made on and as of the Closing Date.
11.2 All necessary corporate action shall have been taken by Buyer's board of directors to authorize the execution, delivery and performance of this Agreement.
11.3 Buyer shall have delivered such resolutions, certificates and other documents reasonably requested by Seller or Seller's counsel.
Conditions to Obligations of Seller to Close. The obligations of Seller to consummate the transactions contemplated hereby are subject to the satisfaction, or waiver by Seller, prior to or at the Closing of each of the following conditions:
(a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and accurate as of the date when made and shall be true and correct 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;
(b) Each of the covenants and obligations of Purchaser to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly and fully performed on or prior to the Closing Date; and
(c) Seller shall have received a certificate dated the Closing Date and duly executed by an executive officer of Purchaser certifying that the conditions specified in Sections 9.2(a) and 9.2(b) have been satisfied.
(d) Since the date of this Agreement, there shall not have been commenced or threatened against Seller or any of its affiliates, subsidiaries, directors, officers, or employees any Proceeding (i) involving any challenge to, or seeking Damages or other relief in connection with, any of the transactions contemplated by this Agreement or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of such contemplated transactions.
(e) Seller’s Board of Directors shall have approved this Agreement and the consummation of the transactions contemplated by this Agreement.
Conditions to Obligations of Seller to Close. The obligation of Seller to effect the Sale is subject to the satisfaction (or waiver by Seller in its sole discretion), prior to or at the Closing, of each of the following conditions:
(i) The representations and warranties of Purchasers contained in Section 5.1(a) and Section 5.2 (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 (ii) the other representations and warranties of Purchasers contained in this Agreement 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 as of such particular date) where the failure to be so true and correct would not have, and would not reasonably be expected to have, a Purchaser Material Adverse Effect.
Conditions to Obligations of Seller to Close. 33 12.1 Accuracy of Representations and Warranties................34 12.2 Performance...............................................34
Conditions to Obligations of Seller to Close. The obligation of Seller to effect the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller), prior to or at the Closing, of each of the following conditions: (a)Each of the representations and warranties of Purchaser 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 any qualifications as to Purchaser 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 Purchaser 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 Purchaser Fundamental Representations shall be true and correct in all respects. 53 (b)The covenants, agreements and obligations of Purchaser to be complied with on or before 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 Seller to Close. All -------------------------------------------------- obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Final Closing, of each of the following conditions precedent:
