Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will be subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of Buyer contained in Article 4 will be true and correct in all respects 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded). (b) Buyer will 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) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15 (d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement. (e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements. (f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer. (g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii). (h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent. (i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement. (j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement. (k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement will be are subject to the fulfillment or waiver by the Sellers’ Representative, satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any such conditions may be waived by Sellers in writing:
(a) The All representations and warranties of Buyer Buyers contained in Article 4 this Agreement will be true and correct in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing, and Sellers will have received a certificate to such date (except those representations effect in form and warranties that address matters only as substance satisfactory to Sellers executed on behalf of a specified date, which will be true and correct in all respects as each Buyer by officers of that specified date), except where the failure of such representations and warranties each Buyer reasonably acceptable to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)Sellers.
(b) Buyer Buyers will have duly performed and complied in all material respects with all agreements, the covenants and conditions agreements required by this Agreement to be performed or complied with by it them at or prior to or on the Closing Date.
(c) The Sellers’ Representative will have received a certificateClosing, dated including without limitation the Closing Date delivery of all items required to be delivered by them pursuant to Section 1.7, and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative Sellers will have received a certificate to such effect in form and substance satisfactory to Sellers executed on behalf of each Buyer by officers of each Buyer reasonably acceptable to Sellers
(c) All necessary governmental consents, approvals, orders, or authorizations must have been obtained and all necessary governmental notices must have been given. Without limiting the generality of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true foregoing, all filings pursuant to the HSR Act will have been made by Buyers and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement their respective affiliates and the consummation required waiting period under the HSR Act will have expired or been terminated without any threat or commencement of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection antitrust proceedings with respect to the transactions contemplated by this Agreement.
(ed) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer Buyers will have delivered to Sellers a legal opinion of the Closing Cash Payment Buyers' counsel covering such legal matters as may be reasonably requested by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(ge) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer Buyers will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow AgentSellers each other Buyer Document.
(if) Buyer The Shares will have executed been authorized for listing on the NYSE, the Registration Statement shall have been declared effective and delivered shall have remained effective for at least twenty (20) Business Days and no stop order will be in effect with respect thereto and no proceeding for that purpose will have been initiated or, to the Sellers’ Representative Knowledge of the Top Third Purchase AgreementBuyers, threatened by the SEC.
(jg) Buyer Buyers will have executed and delivered to Sellers a copy of the Sellers’ Representative the Top Third Operating Agreementarticles of incorporation and bylaws of Acquisition Sub.
(kh) Buyer will Buyers shall not have executed and delivered terminated the employment of any Transferred Employee prior to the Sellers’ Representative Closing Date without the GAA Operating Agreementconsent of the Company.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement will be are, at their option, subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to the Closing, of each of the following conditionsconditions that:
(a) The representations All the terms, covenants and warranties conditions of Buyer contained in Article 4 will this Agreement to be true complied with and correct in all respects as of performed by Purchaser on or before the Closing Date shall have been fully complied 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, which will be true and correct performed in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)respects.
(b) Buyer will have duly performed The representations and complied warranties made by Purchaser herein shall be correct in all material respects on and as of the Closing Date, with all agreements, covenants the same force and conditions required by this Agreement to be performed or complied with by it prior to or effect as though such representations and warranties had been made on and as of the Closing Date.
(c) The Sellers’ Representative will On or before the Closing Date, Sellers shall have obtained all necessary governmental approvals or consents necessary for the consummation of the transactions contemplated hereby.
(d) Sellers shall have received opinions, dated as of the Closing Date, from Fort & Schlefer, L.L.P., and Lugenbuehl, Burke, Wheaton, Peck, Rankin & Hubbard, counsel for Puxxxxxxr, xx xxxx and substance satisfactory to Sellers and their counsel.
(e) Purchaser shall have furnished Sellers with a certificate, dated the Closing Date, which shall state (i) all the terms, covenants, and conditions herein to be performed or complied with by Purchaser on or before the Closing Date have been performed or complied with and signed (ii) the representations and warranties made by a duly authorized officer of BuyerPurchaser herein are correct, that each on and as of the conditions set forth in Section 6.03(a) Closing Date, with the same force and (b) have effect as though such representations and warranties had been satisfied. PR01/ 1471369.15made on and as of the Closing Date.
(df) The No action, suit or proceeding against Sellers’ Representative will have received a certificate of , the Secretary Stockholders, or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and Purchaser relating to the consummation of any of the transactions contemplated by this Agreement, Agreement nor any governmental action seeking to delay or enjoin any such transactions shall be pending or threatened.
(g) The Purchaser shall have executed and that all such resolutions are delivered the Investment and Registration Rights Agreement referred to in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by Section 25 of this Agreement.
(eh) The Sellers’ Representative will transactions contemplated by that purchase agreement, dated of even date herewith, among SEACOR Marine, Inc., and Waveland Marine Service, Inc., shall have received a certificate been consummated as of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary AgreementsClosing Date.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will 6 shall be true and correct in all material respects 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, which will shall be true and correct in all material respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will 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 Buyer prior to or on the Closing Date, including those set forth in Section 7.15.
(c) The Sellers’ Representative will Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a8.3(a) and (bSection 8.3(b) have has been satisfied. PR01/ 1471369.15.
(d) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby.
(e) The Sellers’ Representative will Buyer shall have received a certificate of delivered to Sellers the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement Base Purchase Price and the Buyer Ancillary AgreementsClosing Cash in accordance with Section 2.2.
(f) Buyer will shall have delivered an agreement to Sellers Homestake sufficient to assume the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to BuyerAssumed Liabilities.
(g) Buyer will shall have delivered caused Marigold to deliver to Sellers certificates for general releases of the shares then current officers and directors of Buyer Stock registered Marigold and the then current members of the Management Committee of the Venture, releasing and discharging each of them from any claims, actions, liabilities, damages, costs, expenses and attorneys’ fees related to such persons acting in their capacity as directors or officers of Marigold or as members of the names Management Committee of each Seller the Venture, whether known or unknown or whether asserted or unasserted, except in the respective amounts set forth in Section 2.03(a)(ii)connection with any fraud.
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Silver Standard Resources Inc)
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement will be are subject to the fulfillment satisfaction or waiver by the Sellers’ Representativewaiver, at or prior to the ClosingStock Purchase Closing Date, of each of the following conditions, unless waived by Majority Shareholder in writing:
(ai) The representations Parent and warranties of Buyer contained in Article 4 will be true and correct in all respects 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not Purchaser shall have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed and complied in all material respects with all agreements, covenants and conditions their respective obligations under the Merger Agreement required by this Agreement to be performed by them at or complied with by it prior to or on the Stock Purchase Closing Date.
(cii) The Sellers’ Representative will have received a certificate, dated the Closing Date representations and signed by a duly authorized officer warranties of Buyer, that each of the conditions Parent and Purchaser set forth in Section 6.03(a) the Merger Agreement that are qualified as to materiality shall be true and correct and all other representations and warranties of Parent and Purchaser set forth in the Merger Agreement shall be true and correct in all material respects, in each case as of the date of the Merger Agreement and (bexcept to the extent expressly made as of a specific earlier date or time, in which case as of such specified date or time) have been satisfied. PR01/ 1471369.15as of the Stock Purchase Closing Date as if made on and as of the Stock Purchase Closing Date.
(diii) The Sellers’ Representative will Company and Majority Shareholder shall have received a certificate signed by an executive officer of Parent to the effect of Sections 9(c)(i) and 9(c)(ii).
(iv) There shall not have occurred any Parent Material Adverse Effect.
(v) Parent and Purchaser shall have performed and complied in all material respects with its obligations under this Agreement required to be performed by it at or prior to the Stock Purchase Closing Date.
(vi) The representations and warranties of Parent and Purchaser contained in this Agreement shall be true and correct in all material respects in each case as of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance date of this Agreement and the consummation at and as of the transactions contemplated by this Agreement, Stock Purchase Closing Date as if made at and that all as of such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementdate.
(evii) The Sellers’ Representative will Company and Majority Shareholder shall have received a certificate signed by an executive officer of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior Parent to the Closing Date in a written notice to Buyer.
(geffect of Sections 9(c)(v) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(iiand 9(c)(vi).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will be true and correct in all respects (without regard to any qualifications or references to Material Adverse Effect, “material”, or any other materiality qualifications references contained in any specific representation or warranty), in each case on and as of the Effective Date and 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 will shall be true and correct in all respects determined as of that specified datedate in all respects), except where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, constitute or reasonably be expected to result in a Material Adverse Effect. Sellers hereby acknowledge that Buyer shall have the right to update any representation and warranty given pursuant to Article V herein at any time after the Effective Date through an update to the Disclosure Schedules, any such update a material adverse effect on Buyer “Buyer’s Disclosure Schedule Update.” If the Closing occurs, any such representation and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties warranty shall be disregarded)amended by such Buyer Disclosure Schedule Update.
(b) Buyer will 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; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) The Sellers’ Representative will All deliveries required to be made at Closing by Buyer pursuant to Section 2.04(a) shall have been made.
(d) Sellers shall have received evidence of the procurement by Bxxxx of a Directors and Officers insurance tail of no less than 6 years covering the Company’s officers and directors, the cost of which shall be borne by Bxxxx.
(e) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(aSections 7.03(a) and (b) have been satisfied. PR01/ 1471369.15.
(df) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(eg) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement Agreement, the Ancillary Documents and the Buyer Ancillary Agreements.
(f) Buyer will have other documents to be delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed hereunder and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.txxxxxxxxx; and
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.)
Conditions to Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement will sale of the Partnership Interests at Closing shall be subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent, except to the extent waived by Sellers in writing:
(a) The All of the representations and warranties of Buyer Buyers contained in Article 4 will this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of such date (except those representations time, and warranties that address matters only as each of a specified date, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties Buyers shall be disregarded).
(b) Buyer will have duly performed and complied in compliance in all material respects with all of the covenants, agreements, covenants terms and conditions required by provisions set forth herein on its part to be observed and performed, and no event which would constitute a breach of the terms of this Agreement to on the part of each such Buyer shall have occurred and be performed or complied with by it prior to or on continuing at the Closing Date.
(cb) The Sellers’ Representative will Each of Buyers shall have received a certificate, dated executed and delivered to Sellers on the Closing Date a Certificate, dated that date, in form and signed by a duly authorized officer of Buyer, substance reasonably satisfactory to Sellers to the effect that each of the conditions set forth in each of the provisions of Section 6.03(a10.1(a) and (b) of this Agreement have been satisfied. PR01/ 1471369.15satisfied in full.
(c) Buyers shall have delivered the Purchase Price, as adjusted, to Sellers in accordance with Section 2.1.
(d) The Sellers’ Representative will have received a certificate of On the Secretary Closing Date, no suit, action or an Assistant Secretary (other proceeding shall be pending or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and threatened before any court or other governmental agency against Sellers or Buyers in which the consummation of the transactions contemplated by this Agreement, and that all such resolutions Agreement are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementsought to be enjoined.
(e) The Sellers’ Representative will have received a certificate All notification and report forms required to be filed on behalf of the Secretary parties to this Agreement with the FTC and the DOJ under the HSR Act and rules thereunder shall have been filed, and the waiting period required to expire under the HSR Act and rules thereunder, including any extension thereof, shall have expired or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures early termination of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreementswaiting period shall have been granted.
(f) Buyer will have All documents and other items required to be delivered hereunder to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account at or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyershall have been delivered or shall be tendered at Closing.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativefulfillment, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer Purchaser contained in Article 4 will herein shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date Closing, with the same force and effect as though if made at and as of such date (except those representations and warranties that address matters only as of a specified datethe Closing Date, which will be true and correct in all respects as of that specified date), except where the failure of other than such representations and warranties as are made as of another date, the covenants and agreements contained herein to be true and correct would not complied with by Purchaser on or before the Closing Date shall have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed and been complied with in all material respects with all agreementsrespects, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
(c) The Sellers’ Representative will Sellers shall have received a certificate, dated the Closing Date and certificate from Purchaser to such effect signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and thereof.
(b) The Corporation shall have (i) entered into an employment agreement with Arthur J. Salerno substantially in the form of Exhxxxx X (xxx "Xxxxer Employment Agreement"), and (ii) entered into an employment agreement with Brian Salerno substantially in the form of Exhibit D.
(c) No Action shall have been satisfied. PR01/ 1471369.15commenced by or before any Governmental Authority against Sellers or either of them or Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of Sellers, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.01(c) shall not apply to any such Action that either Seller has directly or indirectly solicited or encouraged.
(d) The Sellers’ Representative will All notifications required pursuant to the HSR Act, if any, to carry out the transactions contemplated by this Agreement shall have been made, and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(e) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer Purchaser certifying the names and signatures of the officers of Buyer Purchaser authorized to sign this Agreement and the Buyer Ancillary Agreementsother documents to be delivered hereunder.
(f) Buyer will Sellers shall have delivered received from Purchaser's counsel a legal opinion, addressed to Sellers and dated the Closing Cash Payment by wire transfer Date, substantially in immediately available funds, to an account or accounts designated the form of Exhibit E.
(g) Sellers shall have received from Purchaser a good standing certificate for Purchaser issued by the Sellers’ Representative (on behalf Secretary of Sellers) at least two State of California as of a date not earlier than five Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii)Date.
(h) Buyer will Purchaser shall have executed and delivered to Sellers the Sellers’ Representative Purchaser Guaranty substantially in the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.form of Exhibit A.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Health Sciences Inc)
Conditions to Obligations of Sellers. The obligations Except as may be waived by Sellers, the obligation of the Sellers to consummate the transactions contemplated by this Agreement will be described herein is subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to the Closing, of each satisfaction of the following conditions:
(a) Sellers shall have received from Purchasers the respective items, and Purchasers shall have taken the actions required of each of them, pursuant to ARTICLE XI.
(b) All conditions of Real Property Purchaser to closing and all closing requirements of BRC and Old Spectrum set forth in the Real Property Purchase Agreement shall have been satisfied.
(c) Purchasers shall have delivered to Sellers on or before the Closing Date certificates of existence and good standing for each Purchaser that is a corporation issued by the appropriate Governmental Authorities of the state in which such Seller is incorporated and each certificate shall be dated within ten days of the Closing Date.
(d) Tyler shall have received all necessary consents or approvals from its senior lenders with respect to the transactions described herein.
(e) The Board of Directors of Tyler shall have received a written opinion from Stepxxxx Xxx. that the Asset Purchases are fair from a financial point of view to the stockholders of Tyler.
(f) No action, suit or proceeding before any Governmental Authority to enjoin the transactions described in this Agreement or its consummation will have been instituted on or before the Closing Date.
(g) The representations of the Purchasers under this Agreement and warranties in each agreement, document or instrument delivered pursuant hereto or in connection with the transactions described herein on or before the Closing Date shall have been true and correct in all material respects on and as of Buyer contained in Article 4 will the date thereof and shall be true and correct in all material respects as of and on the Closing Date with the same effect Date, as though made at on and as of such date (except those representations and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will 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.
(ch) The Sellers’ Representative will Purchasers shall have received a certificateperformed in all material respects the covenants, dated agreements and obligations required to be performed by each of them under this Agreement prior to and on the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfiedDate. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Asset Purchase Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.24 26
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained made by Buyers in Article 4 will this Agreement or any Ancillary Document shall be true and correct in all respects respects, in each case as of the date hereof and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date with the same effect as though made at and as of such date (except those other than representations and warranties that by their terms address matters only as of a another specified date, which will shall be so true and correct in all respects only as of that such other specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)Material Adverse Effect.
(b) Buyer will Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date.
(c) The Sellers’ Representative will No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of BuyerBuyers, that each of the conditions set forth in Section 6.03(a8.03(a) and (bSection 8.03(b) have been satisfied. PR01/ 1471369.15satisfied (the “Buyers’ Closing Certificate”).
(de) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer Buyers certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer Buyers authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(ef) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer Buyers certifying the names and signatures of the officers of Buyer Buyers authorized to sign this Agreement Agreement, the Ancillary Documents and the Buyer Ancillary Agreements.
(f) Buyer will have other documents to be delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyerhereunder and thereunder.
(g) Buyer will Buyers shall have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts such other documents and deliveries set forth in Section 2.03(a)(ii3.02(b).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Timber Pharmaceuticals, Inc.)
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The Other than the representations and warranties of Buyer contained in Article 4 will Sections 5.1, 5.2, 5.3, 5.4 and 5.5, the representations and warranties of Buyer 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 in all material respects (in the case of any representation or warranty not qualified by materiality) 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 will shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Sections 5.1, 5.2, 5.3, 5.4 and 5.5 shall be true and correct in all respects on and as of that specified date), except where the failure date hereof and on and as of the Closing Date with the same effect as though made at and as of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)date.
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.
(c) The other Transaction Documents to which Buyer is a party shall have been executed and delivered by Buyer to Sellers’ Representative will .
(d) Sellers shall have received a certificatecertificate from Buyer, dated the Closing Date and signed by a duly authorized officer of Buyer, certifying that each of the conditions set forth in Sections 8.3(a) with respect to Buyer and Section 6.03(a) and (b8.3(b) have been satisfied. PR01/ 1471369.15.
(de) The Sellers’ Representative will Buyer shall have received delivered to Sellers the Closing Cash Consideration.
(f) Buyer shall have deposited with the Escrow Agent the Escrow Fund.
(g) Buyer shall have delivered to Sellers a certificate duly executed counterpart of the Secretary Closing Settlement Statement.
(h) Buyer shall have duly executed and delivered to Timco Real Estate, LLC the Carthage Property Option Agreement in substantially the form attached hereto as Exhibit H.
(i) Buyer shall have duly executed and delivered the Starr Transition Agreement to the Sellers and Xxxxxxx Xxxxxx.
(j) Buyer shall have delivered to Sellers such other documents or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect instruments as Sellers reasonably request and are all the resolutions adopted in connection with reasonably necessary to consummate the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Frank's International N.V.)
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ RepresentativeSeller's waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will this Agreement and Ancillary 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 will shall be true and correct in all respects determined as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, date in all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregardedrespects).
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Sellers at or prior to the Closing.
(e) The applicable Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers’ Representative will .
(f) Buyer shall have delivered to Guimaraes cash in an amount equal to the Closing Date Payment less the Purchase Price Adjustment Amount, but in no event less than $1,000,000, by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer.
(g) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a7.03(a) and (bSection 7.03(b) have been satisfied. PR01/ 1471369.15.
(dh) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The Sellers' obligations of Sellers to consummate the transactions contemplated by this Agreement will be hereunder are subject to the fulfillment or waiver by satisfaction, on and as of the Sellers’ Representative, at or prior to the ClosingClosing Date, of each of the following conditions:conditions (any one or more of which may be waived, but only in a writing signed by such Party):
(a) The representations and warranties of Buyer contained in Article 4 will Purchasers set forth herein shall be true and correct accurate in all material respects on and as of the Closing Date with the same force and effect as though if they had been made at and on the Closing Date (except to the extent a representation or warranty speaks specifically as of such an earlier date (and except those representations for changes contemplated by this Agreement) and warranties that address matters only Purchasers shall have provided the Sellers with a certificate executed by the President and the Chief Financial Officer of Purchasers, dated as of a specified datethe Closing Date, which will be true and correct in all respects as of that specified date), except where to such effect. For the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such the representations and warranties of Purchasers, any change or effect in the business of Purchasers that results in substantial part as a consequence of the public announcement or pendency of the transactions contemplated hereby shall not be disregarded)deemed a Material Adverse Change or Material Adverse Effect or other breach of representation or warranty with respect to Purchasers.
(b) Buyer will Purchasers shall have duly performed and complied with all of its covenants contained herein in all material respects with all agreements, covenants and conditions required by this Agreement to be performed on or complied with by it prior to or on before the Closing Date, and the Sellers shall have received a certificate to such effect signed by Purchasers' President and Chief Financial Officer.
(c) The Sellers’ Representative will Shareholders shall have received a certificatefrom Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., dated counsel to Purchasers, an opinion in form and substance satisfactory to the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15Shareholders.
(d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true form and complete copies substance of all resolutions adopted by the board of directors of Buyer authorizing the executionactions, delivery proceedings, instruments and performance of this Agreement and the consummation of documents required to consummate the transactions contemplated by this Agreement, and that Agreement shall have been satisfactory in all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior reasonable respects to the Closing Date in a written notice to BuyerShareholders and their counsel.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Purchase Agreement (HCC Insurance Holdings Inc/De/)
Conditions to Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement will be Contemplated Transactions are subject to the fulfillment or waiver satisfaction of the following further conditions:
(i) The Buyer Entities shall have performed in all material respects all of their obligations under this Agreement required to be performed by the Sellers’ Representative, at them on or prior to the ClosingClosing Date, of each of (ii) the following conditions:
(a) The representations and warranties of the Buyer Entities contained in Article 4 will this Agreement and in any certificate or other writing delivered by the Buyer Entities pursuant to this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect Date, as though if made at and as of such date (except those date, it being understood and agreed that representations and warranties that address matters made as of a specific date need be true only as of a specified that date, which will be true and correct in all respects as (iii) the Sellers shall have received certificates signed by executive officers of that specified date), except where Buyer to the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse foregoing effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed There shall not be any matter that would be materially adverse to the business, results of operations, conditions (financial or otherwise), assets or liabilities of Parent and complied in all material respects with all agreementsits subsidiaries, covenants and conditions required by this Agreement to be performed taken as a whole, that has not been publicly disclosed for ten Business Days or complied with by it more prior to or on the Closing Date.
(c) The Sellers’ Representative will Subject to Sellers having obtained any necessary consents, Buyer or an Affiliate thereof shall have received entered into a certificatenew lease, dated sublease or lease assignment with respect to each leased property described on ANNEX 10.03A, which new lease, sublease or lease assignment shall provide to Buyer or its Affiliate terms similar to those enjoyed by the Closing Date current lessee thereof and signed by a duly authorized officer of shall otherwise be on terms reasonably satisfactory to Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15.
(d) The Sellers’ Representative will Any applicable waiting period under the HSR Act relating to the Contemplated Transactions shall have received a certificate of the Secretary expired or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementbeen terminated.
(e) The Sellers’ Representative will Sellers shall have received written confirmation (in the form of a certificate reasonably acceptable letter from the NJDEP to the counsel to the Acquired Entities or other reasonably acceptable written evidence) that the NJDEP will require no further action to be taken pursuant to ISRA in connection with or arising out of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary AgreementsContemplated Transactions.
(f) The Sellers shall have received the opinions of the respective general counsels of Parent and Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available fundsor Vinsxx & Xlkixx L.L.P., to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior substantially to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts effect set forth in Section 2.03(a)(ii)on ANNEX 10.03B hereto.
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer Buyers contained in Article 4 will 6 and of Buyers Parent contained in Section 7.18(f) shall be true and correct in all material respects as of the Closing Date with the same effect as though if made at on and as of such date (except those representations and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified date), except where to the failure of extent such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken speak as a whole (it being understood thatof an earlier date, for purposes of determining the accuracy then as of such date) and Buyers shall have delivered to Sellers a certificate dated the Closing Date executed by a senior officer to the foregoing effect with respect to Buyers’ representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will Buyers 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 Buyers prior to or on the Closing DateDate and Buyers shall have delivered to Sellers a certificate dated the Closing Date executed by a senior officer to the foregoing effect with respect to Buyers’ agreements, covenants and conditions.
(c) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer Buyers and Buyers Parent certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the respective Buyer and Buyers Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(d) Sellers shall have received certificates of good standing (or equivalent) for Buyers and Buyers Parent from the Secretary of State (or similar official) of their respective jurisdictions of organization.
(e) The Sellers’ Representative will Buyers shall have received a certificate of delivered to Sellers the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary AgreementsBase Purchase Price in accordance with Section 4.1(b).
(f) Buyer will Buyers shall have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names duly executed counterparts of each Seller in the respective amounts other document, certificate and instrument set forth in Section 2.03(a)(ii).
(h4.3(b) Buyer will have to be executed and delivered by Buyers. The foregoing conditions are for the exclusive benefit of Sellers and any such condition may be waived in whole or in part by Sellers at or prior to the time of Closing by delivering to Buyers a written waiver to that effect executed by Sellers. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity Sellers may have, including any claims Sellers may have for breach of covenant, representation or warranty by Buyers or Buyers Parent, and also without prejudice to Sellers’ Representative rights of termination in the Escrow Agreement and deposited the Escrow Amount with the Escrow Agentevent of non-performance of any other conditions in whole or in part.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers hereunder with respect to consummate the transactions contemplated by this Agreement will be First Closing are subject to the fulfillment or waiver by the Sellers’ Representativefulfillment, at on or prior to the ClosingMarch 26, 1997, of each of the following conditions, performance of any or all of which may be waived in writing by Sellers; together with the delivery by Buyer of the documents required to be delivered by it pursuant to the provisions of paragraph 10 hereinafter:
(a) The representations representations, warranties and warranties covenants of Buyer and Buyer Parent contained in Article 4 will this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect March 26, 1997, as though such representations, warranties and covenants were made at and as such time. As of such date (except those representations and warranties that address matters only as of a specified dateMarch 26, which will be true and correct in all respects as of that specified date)1997, except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties Buyer Parent shall be disregarded).
(b) Buyer will have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or and complied with by it Buyer and Buyer Parent prior to or on at the First Closing. Buyer and Buyer Parent shall have delivered a Good Standing Certificate issued by the appropriate department of its state of incorporation, dated as of a day proximately before Closing Dateor as of March 26, 1997, as well as a certificate of its authorized officer certifying to the truth of such representations and warranties and such performance and compliance.
(c) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) No suit, action or other legal or administrative proceeding shall have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate of the Secretary instituted or an Assistant Secretary (threatened, or equivalent officer) of claim or demand made against Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the executionor Sellers before any court or other governmental body, delivery and performance of this Agreement and seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, or which questions their validity or legality.
(c) All proceedings to be taken and all documents to be executed and delivered by Buyer in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory as to form and substance to Sellers and their counsel.
(d) The Board of Directors of and shareholder of Buyer and the Board of Directors of Buyer Parent shall have ratified and approved the execution and performance of this Agreement, and that all Buyer and Buyer Parent each shall have delivered to Sellers a true and correct copy of such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated resolutions, certified by this Agreementits Secretary or Assistant Secretary.
(e) The Sellers’ Representative will landlord shall have received a certificate consented to assignment of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized Lease to sign this Agreement and the Buyer Ancillary AgreementsBuyer.
(f) Buyer will Parent shall have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior entered into a Registration Agreement with respect to the Closing Date Common Stock in a written notice the form attached as Exhibit 8(f), which form shall be satisfactory to BuyerBuyer Parent.
(g) Buyer will shall have delivered to Sellers certificates for entered into the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii)Interim Management Agreement.
(h) Buyer will shall have executed and delivered to entered into the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow AgentShared Services Agreement.
(i) Buyer will shall have executed obtained from Katz x Xermination and delivered Release releasing Sellers, in the form satisfactory to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will Parent shall have executed and delivered to the Sellers’ Representative Guaranty in the Top Third Operating Agreementform attached hereto as Exhibit 8(j).
(k) Sellers and Buyer will shall have executed and delivered to entered into the Sellers’ Representative the GAA Operating AHS Agreement.
(1) Sellers, Katz, and Buyer shall have entered into the CSPC Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of ------------------------------------ Sellers to consummate the transactions contemplated by under this Agreement will be are subject to the fulfillment satisfaction or waiver by the Sellers’ Representativewaiver, at or prior to the ClosingStock Purchase Closing Date, of each of the following conditions, unless waived by Majority Shareholder in writing:
(ai) The representations Parent and warranties of Buyer contained in Article 4 will be true and correct in all respects 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not Purchaser shall have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed and complied in all material respects with all agreements, covenants and conditions their respective obligations under the Merger Agreement required by this Agreement to be performed by them at or complied with by it prior to or on the Stock Purchase Closing Date.
(cii) The Sellers’ Representative will have received a certificate, dated the Closing Date representations and signed by a duly authorized officer warranties of Buyer, that each of the conditions Parent and Purchaser set forth in Section 6.03(a) the Merger Agreement that are qualified as to materiality shall be true and correct and all other representations and warranties of Parent and Purchaser set forth in the Merger Agreement shall be true and correct in all material respects, in each case as of the date of the Merger Agreement and (bexcept to the extent expressly made as of a specific earlier date or time, in which case as of such specified date or time) have been satisfied. PR01/ 1471369.15as of the Stock Purchase Closing Date as if made on and as of the Stock Purchase Closing Date.
(diii) The Sellers’ Representative will Company and Majority Shareholder shall have received a certificate signed by an executive officer of Parent to the effect of Sections 9(c)(i) and 9(c)(ii).
(iv) There shall not have occurred any Parent Material Adverse Effect.
(v) Parent and Purchaser shall have performed and complied in all material respects with its obligations under this Agreement required to be performed by it at or prior to the Stock Purchase Closing Date.
(vi) The representations and warranties of Parent and Purchaser contained in this Agreement shall be true and correct in all material respects in each case as of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance date of this Agreement and the consummation at and as of the transactions contemplated by this Agreement, Stock Purchase Closing Date as if made at and that all as of such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementdate.
(evii) The Sellers’ Representative will Company and Majority Shareholder shall have received a certificate signed by an executive officer of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior Parent to the Closing Date in a written notice to Buyer.
(geffect of Sections 9(c)(v) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(iiand 9(c)(vi).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of the Sellers to consummate carry out the transactions contemplated by this Agreement will be subject are subject, at the option of Sellers, to the fulfillment satisfaction, or waiver by the Sellers’ Representative, at or prior to the Closing, of each of the following conditions:
(a) The Buyer shall have furnished Sellers with a certified copy of all necessary corporate action on its behalf approving its execution, delivery and performance of this Agreement.
(b) All representations and warranties of the Buyer contained in Article 4 will this Agreement qualified by materiality shall be true and correct in all respects as of the at Closing Date with the same effect as though made at and as of such date (except those all other representations and warranties that address matters only as of a specified date, which will the Buyer contained in this Agreement shall be true and correct in all material respects at and as of that specified date)the Closing, except where the failure of as if such representations and warranties were made at and as of the Closing, except for changes contemplated by the terms of this Agreement except as and to be true the extent that the facts and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms thereof, and the Buyer shall be disregarded).
(b) Buyer will have duly performed and complied satisfied in all material respects with all agreements, covenants and conditions agreements required by this Agreement to be performed and satisfied by the Buyer at or complied with by it prior to the Closing; provided, however, that no Seller shall not be entitled to refuse to consummate the transaction in reliance upon its own breach or on the Closing Datefailure to perform.
(c) The Sellers’ Representative will have received a certificate, dated As of the Closing Date and signed Date, no suit, action or other proceeding (excluding any such matter initiated by a duly authorized officer of Buyer, that each or on behalf of the conditions set forth in Section 6.03(aSellers or the Company) and (b) have been satisfied. PR01/ 1471369.15shall be pending or threatened before any Governmental Authority seeking to restrain Sellers or prohibit the Closing or seeking Damages against Sellers or the Company as a result of the consummation of this Agreement.
(d) The Sellers’ Representative will Sellers shall have received a certificate the opinion of Baker & McKenzie, counsel to the Buyer, dated as of the Secretary or an Assistant Secretary (or equivalent officer) Closing Date, xx xorm xxx xxxstance reasonably satisfactory to the Sellers, as to the matters set forth on EXHIBIT H. In rendering such opinion, Baker & McKenzie may rely as to factual matters on certificates of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation ofxxxxxs axx xxxxxtors of the transactions contemplated by this AgreementBuyer and on certificates of governmental officials, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementas to legal matters on opinions of other counsel reasonably acceptable to Sellers.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will shall have executed and delivered to Sellers and the Sellers’ Representative Company the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Neff Corp)
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) Between the Effective Date and the Closing, there shall be no Material Adverse Effect in the operations or condition of Buyer’s assets or the financial condition or liabilities (as reflected in the Buyer Financial Statements or otherwise) of Buyer other than such expenditures, business arrangements and changes in operations as mutually agreed by the parties prior to Closing and as provided in this Agreement. Between the Effective Date and the Closing, there shall not have occurred any Material Adverse Effect with respect to Buyer, nor shall any event or events have occurred that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect with respect to Buyer.
(b) The representations and warranties of Buyer contained in Article 4 will this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant to this Agreement 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 Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which will shall be true and correct in all respects determined as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, date in all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregardedrespects).
(bc) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents, to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(cd) All executed approvals, consents and waivers that are listed on Schedule 4.2 shall have been received, and shall have been delivered to Sellers at or prior to the Closing.
(e) The other Transaction Documents shall have been executed and true and complete copies shall have been delivered to Sellers’ Representative will .
(f) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a8.3(b) and (bSection 8.3(c) have been satisfied. PR01/ 1471369.15.
(dg) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) duly authorized officer of the Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors governing committee of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated by this Agreementtransactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementtransactions.
(eh) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) duly authorized officer of the Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement Agreement, the Transaction Documents and the Buyer Ancillary Agreements.
(f) Buyer will have other documents to be delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agentunder this Agreement.
(i) Buyer will shall have executed and delivered to Sellers a good standing certificate (or its equivalent) for Buyer from the Sellers’ Representative secretary of state or similar Governmental Authority of the Top Third Purchase Agreementjurisdiction under the Laws in which Buyer is organized and any jurisdiction in which it is qualified to conduct business.
(j) Buyer will shall have executed and delivered to Sellers the Sellers’ Representative shares certificates in an amount equal to the Top Third Operating AgreementPurchase Price.
(k) Buyer will shall have executed and delivered to Sellers the Sellers’ Representative the GAA Operating Agreementappointments and resignations referenced in Section 6.7.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sara Creek Gold Corp.)
Conditions to Obligations of Sellers. The obligations of Sellers Seller to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ RepresentativeSeller’s waiver, at or prior to the Closingrelevant Closing or Closings, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will V shall be true and correct in all respects (in the case of any representations or warranties containing any materiality qualifiers) or in all material respects (in the case of any representations or warranties without any materiality qualifiers) as of the each 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, which will shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining Buyer’s ability to consummate the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)transactions contemplated hereby.
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the each Closing Date.
(c) The Sellers’ Representative will No Action shall have been commenced against Buyer, Seller, or any of its Subsidiaries, which would prevent the relevant Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
(d) Buyer shall have executed a joinder to each of the operating agreements for the Oasis LLCs at the Initial Closing.
(e) Buyer shall have paid the Initial Purchase Price to Seller at the Initial Closing and the Subsequent Purchase Price at the Subsequent Closing.
(f) Buyer shall have executed and delivered the Buyer Note to Seller at the Subsequent Closing.
(g) Buyer shall have delivered the Purchase Price Shares to the Seller at the Subsequent Closing.
(h) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a8.3(a) and (bSection 8.03(b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will be Closing are subject to the fulfillment or waiver satisfaction, unless waived by the Sellers’ Representative, at or prior to the ClosingSellers in writing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will be true and correct in all respects 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not Purchaser must have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed and complied in all material respects with all agreementsof the material terms, covenants covenants, and conditions required by of this Agreement to be performed or and complied with by it Purchaser prior to or on at Closing.
(b) The material representations and warranties of Purchaser contained in this Agreement must be true and correct in all material respects as of the Closing Date.
(c) The Sellers’ Representative will 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 transactions contemplated by this Agreement shall be in effect.
(d) Purchaser shall have received delivered to Sellers an opinion of counsel to Purchaser substantially in a certificateform mutually agreeable to the parties.
(e) Purchaser shall have delivered to Sellers a certificate signed by an authorized officer stating that, dated as of the Closing Date and signed by a duly authorized officer of BuyerDate, that each of the conditions set forth in Section 6.03(aSECTION 8.2(A), (B) and AND (bC) have been satisfied. PR01/ 1471369.15.
(df) All Required Governmental Approvals shall have been obtained. All Required Governmental Approvals shall have been obtained without the imposition of any material conditions to which Sellers do not consent, provided that Sellers shall not unreasonably withhold their consent to any such conditions reasonably imposed by the applicable Governmental Authority. All such Required Governmental Approvals shall be in effect, all applicable waiting periods with respect to such Required Governmental Approvals shall have expired, and all conditions and requirements prescribed by Applicable Law or by such 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 Required Governmental Approvals are in full force and effect as of the Closing.
(g) None of the Required Contractual Consents delivered pursuant to SECTION 8.1(J) shall impose any material conditions unacceptable to Sellers in their reasonable discretion.
(h) The Sellers’ Representative will have received a certificate written consent of the Secretary or an Assistant Secretary (or equivalent officerNHL to the transfer of the Equity Interests contemplated by this Agreement shall have been obtained as required under SECTION 8.1(K) without the imposition on Sellers of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by any material conditions unacceptable to Sellers in their reasonable discretion. In no event will Sellers deem unacceptable a condition to such consent which is consistent with the board of directors of Buyer authorizing the execution, delivery and performance terms of this Agreement and Agreement.
(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 that all such resolutions are in full force and effect and are all Agreement under the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will HSR Act shall have received a certificate of the Secretary expired or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreementbeen terminated.
(j) Buyer will Sellers must have executed and delivered received a current Certificate of Good Standing from the Florida Secretary of State with regard to the Sellers’ Representative the Top Third Operating AgreementPurchaser.
(k) Buyer will Purchaser shall have executed delivered the Note and related financing statements.
(l) All material documents and other items, including the Purchase Price, required to be delivered to the Sellers’ Representative the GAA Operating Agreementby or on behalf of Purchaser under Article III shall have been delivered.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will 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. Sellers hereby acknowledge that Buyer shall have the right to update any representation and warranty given further to ARTICLE IV herein at any time after the date (except those representations hereof through an update to the Disclosure Schedules, any such update a “Buyer Disclosure Schedule Update”. If the Closing occurs, any such representation and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties warranty shall be disregarded)amended by such Buyer Disclosure Schedule Update.
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No action shall have been commenced against Buyer which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Sellers at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers’ Representative will .
(f) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (bSection 6.03(b) have been satisfied. PR01/ 1471369.15.
(dg) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(eh) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement Agreement, the Ancillary Documents and the Buyer Ancillary Agreementsother documents to be delivered hereunder and thereunder.
(fi) Buyer will shall have delivered a certificate evidencing the Buyer Shares to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will shall have executed and delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Sellers’ Representative the Top Third Operating transactions contemplated by this Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate carry out the transactions contemplated by this Agreement will be subject are subject, at the option of InterDent, to the fulfillment satisfaction or waiver by the Sellers’ Representative, at or prior to the Closing, of each of the following conditions:
(a) The Purchaser shall have furnished InterDent with a certified copy of all necessary corporate action on its behalf approving its execution, delivery and performance of this Agreement.
(b) All representations and warranties of Buyer Purchaser contained in Article 4 will this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (except those representations the Closing, and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not Purchaser shall have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed and complied satisfied in all material respects with all agreements, covenants and conditions agreements required by this Agreement to be performed and satisfied by Purchaser at or complied with by it prior to or on the Closing DateClosing.
(c) The Sellers’ Representative will have received a certificate, dated As of the Closing Date and signed Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of InterDent or its Affiliates) shall be pending or threatened before any Governmental Authority seeking to restrain any Seller or prohibit the Closing or seeking Damages against any Seller as a duly authorized officer of Buyer, that each result of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15consummation of this Agreement.
(d) The Sellers’ Representative will InterDent shall have received a certificate the opinion of Xxxxxxxxx Traurig, P.A., counsel to Purchaser, dated as of the Secretary or an Assistant Secretary (or equivalent officerClosing Date, in form and substance reasonably satisfactory to the InterDent, to the effect of Sections 4.01, 4.02 and 4.03(i) and such other matters as InterDent may reasonably request. In rendering such opinion, Xxxxxxxxx Xxxxxxx, P.A. may rely as to factual matters on certificates of Buyer certifying that attached thereto are true officers and complete copies of all resolutions adopted by the board of directors of Buyer authorizing Purchaser and on certificates of governmental officials.
(e) InterDent shall have received written evidence, in form and substance satisfactory to InterDent, of (x) the executiontermination or expiration of the HSR waiting period related to the transactions contemplated hereby, delivery if applicable, and performance of this Agreement and (y) the consummation of consent to the transactions contemplated by this AgreementAgreement of all governmental, quasi-governmental and that all private third parties (including, without limitation, persons or other entities leasing real or personal property to DCA or any Dental Practice) where the absence of any such resolutions are consent would result in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate violation of the Secretary law or an Assistant Secretary (a breach or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized default under any agreement to sign this Agreement and the Buyer Ancillary Agreementswhich DCA or any Dental Practice is subject.
(f) Buyer will InterDent shall have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to received an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior opinion from its financial advisors to the Closing Date in effect that the Purchase Price is fair to InterDent from a written notice to Buyerfinancial point of view.
(g) Buyer will InterDent shall not have delivered received a Superior Acquisition Proposal and provided Purchaser with written notice of its intent to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii)accept such Superior Acquisition Proposal.
(h) Buyer will InterDent shall have executed received all consents and delivered approvals of its senior and subordinated debt holders necessary for it to consummate the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agenttransactions contemplated hereby.
(i) Buyer will The parties hereto shall have executed and delivered agreed to the Sellers’ Representative the Top Third Purchase Agreementcontents of Schedule 1.01(a)(iii)(B).
(j) Buyer will The parties hereto shall have executed and delivered agreed upon the cash amount set forth in Item 8 to the Sellers’ Representative the Top Third Operating AgreementSchedule 1.01(a).
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Interdent Inc)
Conditions to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement will be are subject to the fulfillment satisfaction or valid waiver by the Sellers’ Representative, at or prior to the Closing, United Gaming of each of the following conditions:
(a) United Gaming shall have received all of the deliveries required pursuant to Section 2.6(b);
(b) The representations and warranties of Buyer contained made by Buyers in Article 4 will this Agreement, shall be true and correct in all material respects on and as of the date hereof and the Closing Date as though made on and as of the Closing Date with (or, in the same effect case of representations and warranties made as though made at of a specified date earlier than the Closing Date, on and as of such date (except those representations and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified earlier date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).;
(bc) Buyer will Buyers shall have duly performed and complied with, in all material respects with all respects, the agreements, covenants and conditions obligations required by this Agreement to be so performed or complied with by it prior to Buyers at or on before the Closing Date.
(c) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15Closing;
(d) The Sellers’ Representative will have received a certificate There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the Secretary or an Assistant Secretary transactions contemplated by this Agreement;
(or equivalent officere) All consents, approvals and actions of, filings with, the issuance of Buyer certifying that attached thereto are true licenses by and complete copies of all resolutions adopted by notices to any Governmental Entity (including the board of directors of Buyer authorizing Gaming Approvals) necessary to permit the execution, delivery and performance of parties to perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreement shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including, if required, under the HSR Act and that all such resolutions are Gaming Regulations, shall have occurred; and
(f) The consents and releases (or in lieu thereof waivers) listed on Schedule 7.2(f) shall have been obtained and shall be in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementeffect.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The All of the obligations of the Sellers to consummate the transactions contemplated by under this Agreement will be are subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to or at the Closing, Closing Date of each of the following conditions, any one or more of which may be waived by the Sellers:
(a) The representations and warranties of Buyer contained in Article 4 will be true and correct in all respects Sellers shall have received (i) a certificate, dated as of the Closing Date with Date, signed by the same effect Secretary of the Purchaser and certifying as though made at to the Charter, By-laws, incumbency of officers executing this Agreement and the other documents contemplated hereby to which the Purchaser is a party and resolutions of the Board of Directors of the Purchaser authorizing this Agreement and the other documents contemplated hereby to which the Purchaser is a party and (ii) a certificate of an officer of the Purchaser certifying as to the fulfillment of such date the conditions set forth in this Section 7.3.
(b) Except as otherwise permitted or contemplated by this Agreement and except those for representations and warranties that address matters by their terms speak only as of a specified date, which will be true and correct in all respects as each of that specified date), except where the failure of such representations and warranties of the Purchaser contained herein shall be true as of the date when made, shall be deemed to be true made again at and correct would not have a material adverse effect on Buyer as of the Closing Date and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).true at and as of the Closing Date;
(bc) Buyer will Prior to or at Closing, Purchaser shall have duly performed and complied in all material respects with all agreementsagreements and obligations and satisfied all conditions to be performed, covenants complied with and conditions required satisfied by Purchaser under this Agreement to be performed or complied with by it and the other documents contemplated hereby prior to or on the Closing Dateat Closing.
(c) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will Sellers shall have received a certificate obtained all third-party consents required for consummation by it of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will No federal, state or local governmental unit, agency, body or authority with competent jurisdiction over the subject matter shall have received a certificate given official written notice of its intention to institute proceedings to prohibit the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names transactions contemplated by this Agreement; and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will Purchaser shall have executed and delivered the other Closing Documents to which it is a party, including the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Manufacturing Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will be are subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to the Closing, of each satisfaction of the following conditionsconditions unless waived by all Sellers:
(a) The representations and warranties of Buyer contained Purchaser as set forth in Article 4 will this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made at on and as of such date (except those representations and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will 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) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions except as otherwise contemplated by this Agreement, and that Purchaser shall have performed in all material respects all obligations required to be performed by it in this Agreement at or prior to the Closing Date, including the delivery of all closing items for the benefit of Sellers.
(b) Sellers shall have received a certificate of a duly authorized officer of Purchaser, dated as of the Closing Date, certifying as to the incumbency of any person executing this Agreement or any certificate or other document delivered in connection with this Agreement and certifying such resolutions are other matters as Sellers shall reasonably request.
(c) Purchaser shall have paid (i) the Sellers the Purchase Price pursuant to the percentages and wire instructions set forth on Section 1.02 of the Disclosure Letter, (ii) the Sellers the Bankroll Amount PLUS the Reimbursements PLUS $5,000 in full force petty cash by (A) making wire transfers of the Bankroll Amounx XXNUS the Undeposited Net Win PLUS the Reimbursements PLUS $5,000 in petty cash MINUS $500,000 as of the Closing to the Sellers in the percentage allocation set forth on Section 1.06 of the Disclosure Letter, (B) writing and effect delivering a check to each of the Sellers for writing and are all delivering a check to each of the resolutions adopted Sellers for the Seller's share of the Undeposited Net Win in the percentage allocation set forth in Section 1.06 of the Disclosure Letter, and (C) making a wire transfer of $500,000 as of the Closing to the Escrow Agent.
(d) All corporate and other approvals required to be obtained by Purchaser in connection with the transactions contemplated by this Agreementthe Transaction Documents and the form of all certificates and other documents delivered hereunder shall be reasonably satisfactory to LVI.
(e) The Sellers’ Representative will suit entitled Fair Grounds Corporation and Finish Line Management Corp. v. Video Services, Inc. in U.S. Bankruptcy Court, Eastern District of Louisiana, shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreementsbeen dismissed with prejudice.
(f) Buyer will Purchaser shall have delivered to Sellers Sellers, in writing, at and as of the Closing Cash Payment Closing, a certificate duly executed by wire transfer Purchaser, in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered form and substance reasonably satisfactory to Sellers certificates for and Sellers' counsel, certifying that the shares condition in each of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii)Sections 5.03 (a) - (e) have been satisfied.
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativewaiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will 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 will shall be true and correct in all respects determined as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, date in all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregardedrespects).
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.
(c) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) No injunction or restraining order shall have been satisfied. PR01/ 1471369.15issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) The Sellers’ Representative will other Transaction Documents shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of been executed and delivered by Buyer certifying that attached thereto are and true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthereof shall have been delivered to Sellers.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will shall have delivered to Sellers cash in an amount equal to the Closing Cash Payment Consideration by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer.
(gf) Buyer will shall have delivered to Sellers certificates for such other documents or instruments as Sellers reasonably requests and are reasonably necessary to consummate the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase transactions contemplated by this Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, Inc.)
Conditions to Obligations of Sellers. The obligations obligation of Sellers each Seller to consummate the transactions contemplated by this Agreement will be is subject to the fulfillment satisfaction (or waiver in writing by the Sellers’ Representative, Agent acting on behalf of Sellers) at or prior to the Closing, of each Closing of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will herein shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) as of the date or dates hereof as of which such representations and warranties are made, and Sellers shall have received a certificate dated the Closing Date and executed by a duly authorized officer of Buyer to the effect that the representations and warranties of Buyer contained herein are true and correct 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)respects.
(b) The Buyer will shall have duly performed and or complied in all material respects with all agreementsobligations and covenants required to be performed or complied with by Buyer prior to or at Closing under this Agreement, and Sellers shall have received a certificate dated the Closing Date and executed by a duly authorized officer of Buyer to the effect that Buyer has performed or complied in all material respects with all obligations and covenants and conditions required by this Agreement to be performed or complied with by it prior to or on hereunder as of the Closing Datedate hereof.
(c) The Sellers’ Representative will Buyer shall have received a certificatedelivered the Shareholders Agreement, dated the Closing Date and signed duly executed by a duly an authorized officer of Buyer, to each Seller that each of it is contemplated will be a party to the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15Shareholders Agreement.
(d) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true Series A Seller Notes, Series B Seller Notes, share certificates, certificates and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of other documents customary for the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby as Sellers’ Agent may reasonably request.
(e) The Sellers shall have received an opinion from Cleary, Gottlieb, Xxxxx & Xxxxxxxx under New York law dated the Closing Date regarding the validity, binding nature and enforceability Series A Seller Notes and the Series B Seller Notes, in form and substance reasonably satisfactory to Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary AgreementsAgent.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will shall have executed and delivered to the Sellers’ Representative Company an investor letter substantially in the Escrow Agreement and deposited form set forth hereto as Exhibit K dated as of the Escrow Amount with the Escrow AgentClosing Date.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement will to be consummated at the Closing is subject to the fulfillment satisfaction (or waiver by the Sellers’ Representative, at or prior to the Closing, of each ) of the following conditions:
(a) The the representations and warranties of Buyer contained set forth in Article 4 will III shall be true and correct in all material respects (except for such representations and warranties that are already qualified by their terms by a reference to materiality or material adverse effect which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Closing Date with the same effect as though if made at and as of such date (the Closing Date, except for those representations and warranties that address matters only as of a specified date, particular date (which will shall be true and correct in all respects as of that specified such date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).;
(b) Buyer will shall have duly performed or complied with its agreements and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or on the Closing Date.Closing;
(c) The Sellers’ Representative will have received a certificateno action, dated the Closing Date and signed suit or proceeding shall be pending by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the before any Governmental Entity seeking to prevent consummation of the transactions contemplated by this AgreementAgreement and no judgment, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with order, decree, stipulation or injunction enjoining or preventing consummation of the transactions contemplated by this Agreement.Agreement shall be in effect;
(d) Buyer shall have delivered to ASI Holdings the Buyer Certificate;
(e) The Sellers’ Representative will all applicable waiting periods (and any extensions thereof) under applicable antitrust or trade regulation laws shall have expired or otherwise been terminated;
(f) ASI Holdings shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) good standing of Buyer certifying in its jurisdiction of incorporation and a certificate as to the names and signatures incumbency of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf adoption of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.authorizing resolutions;
(g) Buyer will Jxxxx Xxxxxxxxxxxx and Axx Xxx shall have delivered submitted their written resignations from the board of Directors of Buyer, to Sellers certificates for be effective as of the shares closing of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).GGEC Transaction;
(h) Buyer will have executed and delivered Immediately prior to the Sellers’ Representative Closing, Axxxxx Xxx shall resign as Chief Executive Officer and Chief Financial Officer of Buyer and the Escrow Agreement board of directors of Buyer shall appoint, effective as of the Closing, Wxxxxxxxxx as the Chief Executive Officer and deposited President of Buyer, and shall appoint Wxxxxxxxxx to the Escrow Amount with the Escrow Agentboard of directors of Buyer.
(i) GGEC shall provide its written commitment to transfer to employees of Buyer, other than Wxxxxxxxxx, and new board members of Buyer will identified by Wxxxxxxxxx, warrants to purchase a total of up to 500,000 shares of Common Stock, at an exercise price of U.S. $0.75 per share; provided, however, that such warrants shall not be exercisable until Buyer shall have executed and delivered to duly effected the Sellers’ Representative the Top Third Purchase Agreement.Authorized Shares Increase;
(j) Buyer will ASI Holdings shall have received a certificate representing the Shares and the executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.Warrant from Buyer;
(k1) ASI Holdings shall have received documentation reflecting the satisfaction and/or cancellation of all obligations of Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.set forth on Schedule 5.2(1);
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of the Sellers under this Agreement to consummate the transactions contemplated by this Agreement will hereby to be consummated at the Closing shall be subject to the fulfillment or waiver by the Sellers’ Representativesatisfaction, at or prior to the Closing, of each of all the following conditions, any one or more of which may be waived in writing at the option of USOP:
(aA) The All representations and warranties of Buyer contained Parent and Purchaser made in Article 4 will this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and correct complete in all respects (with respect to representations and warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited), in each case when made and as of the Closing Date with the same effect as though if made at on and as of such that date (except those other than such representations and or warranties that address matters expressly speak only as of a specified an earlier date, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(bB) Buyer will have duly performed and complied in all material respects with all agreementsAll of the terms, covenants and conditions required by this Agreement to be performed or complied with and performed by it Parent and Purchaser on or prior to or on the Closing DateDate shall have been complied with or performed in all material respects.
(cC) The Sellers’ Representative will USOP shall have received a certificate, dated as of the Closing Date Date, executed on behalf of Parent and signed Purchaser by a duly an authorized executive officer of Buyerthereof, certifying in such detail as USOP may reasonably request that each of the conditions set forth specified in Section 6.03(a6.03(A) and (bSection 6.03(B) have been satisfied. PR01/ 1471369.15fulfilled.
(dD) The Sellers’ Representative will USOP shall have received a true and complete copy, certified by the Secretary or Assistant Secretary of Parent and Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Parent and Purchaser and evidencing their authorization of the execution and delivery of this Agreement, the Ancillary Agreements and each Collateral Agreement (as applicable) to which Parent and Purchaser are parties thereto and the consummation of the transactions contemplated hereby and thereby.
(E) USOP shall have received a certificate of the Secretary or an Assistant Secretary of Parent and Purchaser certifying the names and signatures of the officers of the Parent and Purchaser authorized to sign this Agreement, the Ancillary Agreements and each Collateral Agreement (or equivalent officeras applicable) of Buyer certifying that attached to which they are parties thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other documents to be delivered hereunder.
(F) USOP shall have received a copy of the Escrow Agreement executed and delivered by Purchaser and the Escrow Agent.
(G) The waiting period under the HSR Act or any other applicable competition, merger, control, antitrust Law or similar Law shall have expired or terminated, and any other Governmental Authorities whose Consent is required for consummation of the transactions transaction contemplated by this Agreementhereby shall have issued such consents.
(H) There shall not be in effect any Law or Governmental Order restraining, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement.
(eI) The Sellers’ Representative will Approval Order shall have been entered and shall have become a Final Order.
(J) USOP shall have received a certificate copy of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names Transition Services Agreement executed and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreementsdelivered by Purchaser.
(fK) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf The form and substance of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have all instruments and documents executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount by Purchaser in connection with the Escrow AgentClosing shall be reasonably acceptable to USOP and its counsel.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representative’s waiver, at or prior to the Closing, of each of the following conditions:conditions:
(a) The Other than the representations and warranties of Buyer contained in Article 4 will Section 4.01 and Section 4.03 (each a “Buyer Fundamental Representation” and together, the “Buyer Fundamental Representations”), the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents to which Buyer is a party and any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) 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 will shall be determined as of that specified date in all respects). All of the Buyer Fundamental Representations shall be true and correct in all respects on and as of that specified date), except where the failure date hereof and on and as of the Closing Date with the same effect as though made at and as of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).date.
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to which Buyer is a party to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) The All approvals, consents and waivers from Persons other than Governmental Authorities that are listed on Section 4.02 of the Disclosure Schedules shall have been received and executed counterparts thereof shall have been delivered to Sellers’ Representative will at or prior to the Closing.
(d) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers’ Representative.
(e) Sellers’ Representative shall have received a certificate, dated the Closing Date and signed by a duly authorized officer manager of Buyer, that each of the conditions set forth in Section 6.03(a7.03(a) and (bSection 7.03(b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement.
(e) The Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations obligation of Sellers to consummate ------------------------------------ effect the sale of the Purchased Assets and the other transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representative, at or prior to the Closing, of each Closing Date (or the waiver by Sellers) of the following conditions:
(a) The waiting period under the HSR Act applicable to the consummation of the sale of the Purchased Assets contemplated hereby shall have expired or been terminated;
(b) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the sale of the Purchased Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States which prohibits the consummation of the sale of the Purchased Assets;
(c) NGE and NYSEG shall have received all of Sellers' Required Regulatory Approvals applicable to NGE or NYSEG, in form and substance reasonably satisfactory (including no material adverse conditions) to it;
(d) Penelec shall have received all of Sellers' Required Regulatory Approvals applicable to Penelec, in form and substance reasonably satisfactory (including no material adverse conditions) to it;
(e) All consents and approvals for the consummation of the sale of the Purchased Assets contemplated hereby required under the terms of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which any Seller is party or by which any Seller, or any of the Purchased Assets, may be bound, shall have been obtained, other than those which if not obtained, would not, individually and in the aggregate, create a Material Adverse Effect;
(f) Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date;
(g) The representations and warranties of Buyer contained set forth in Article 4 will this Agreement shall be true and correct in all material respects 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will 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.;
(ch) The Sellers’ Representative will Sellers shall have received a certificatecertificate from an authorized officer of Buyer, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Sections 7.2(f) and (g) have been satisfied by Buyer;
(i) Effective upon Closing, Buyer shall have assumed, as set forth in Section 6.10, all of the applicable obligations under the IBEW Collective Bargaining Agreement as they relate to Transferred Union Employees;
(j) Sellers shall have received an opinion from Buyer's counsel reasonably acceptable to Sellers, dated the Closing Date and signed by satisfactory in form and substance to Sellers and their counsel, substantially to the effect that:
(i) Each Buyer Entity is a California corporation duly authorized officer of Buyerorganized, that each validly existing and in good standing under the laws of the conditions set forth state of its organization and is qualified to do business in Section 6.03(a) the Commonwealth of Pennsylvania and (b) have been satisfied. PR01/ 1471369.15
(d) The Sellers’ Representative will have received a certificate has the full corporate power and authority to own, lease and operate its material assets and properties and to carry on its business as is now conducted, and to execute and deliver the Agreement and the Ancillary Agreements by Buyer and the Guaranty by Buyer Parent and to consummate the transactions contemplated thereby; and the execution and delivery of the Secretary or an Assistant Secretary (or equivalent officer) of Agreement and the Ancillary Agreements by Buyer certifying that attached thereto are true and complete copies of all resolutions adopted the Guaranty by the board of directors of Buyer authorizing the executionParent, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by this all necessary corporate action required on the part of Buyer and Buyer Parent;
(ii) The Agreement, the Ancillary Agreements and the Guaranty have been duly and validly executed and delivered by Buyer and Buyer Parent, as applicable, and constitute legal, valid and binding agreements of Buyer and Buyer Parent, as applicable, enforceable against Buyer and Buyer Parent, as applicable, in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or relating to enforcement of creditor's rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity);
(iii) The execution, delivery and performance of the Agreement and the Ancillary Agreements by Buyer and the Guaranty by Buyer Parent does not (A) conflict with the Certificate of Incorporation or Bylaws (or other organizational documents), as currently in effect, of Buyer and Buyer Parent or (B) to the knowledge of such counsel, constitute a violation of or default under those agreements or instruments set forth on a Schedule attached to the opinion and which have been identified to such counsel as all such resolutions the agreements and instruments which are material to the business or financial condition of Buyer or Buyer Parent;
(iv) The Assignment and Assumption Agreement and other transfer instruments described in Section 3.7 are in full force proper form for Buyer to assume the Assumed Liabilities; and
(v) No consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and effect delivery of the Agreement and are all the resolutions adopted in connection with Ancillary Agreements, Buyer Parent's execution and delivery of the Guaranty, or the consummation by Buyer and Buyer Parent of the transactions contemplated by this hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not prevent Buyer or Buyer Parent from performing its respective obligations under the Agreement.
(e) The Sellers’ Representative will have received a certificate of , the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names Ancillary Agreements and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating AgreementGuaranty.
(k) Buyer will shall have executed and delivered delivered, or caused to be delivered, to Sellers at the Sellers’ Representative the GAA Operating AgreementClosing, Buyer's closing deliveries described in Section 3.7.
Appears in 1 contract
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representative' waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will this Agreement, the Ancillary 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 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 will shall be true and correct in all respects determined as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, date in all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregardedrespects).
(b) Buyer will shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.
(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) All approvals, consents and waivers that are listed on Section 5.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Seller Representative at or prior to the Closing.
(e) The Sellers’ Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to the Seller Representative.
(f) Buyer shall have delivered to Sellers cash in an amount equal to the Purchase Price by wire transfer of immediately available funds, to an account or accounts designated at least two (2) Business Days prior to the Closing Date by Sellers in a written notice to Buyer.
(g) Buyer shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount.
(h) Buyer shall have delivered to third parties by wire transfer of immediately available fund that amount of money due and owing from the Company to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate.
(i) Buyer shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder of outstanding Indebtedness as set forth on the Closing Indebtedness Certificate.
(j) Seller Representative will shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a9.03(a) and (bSection 9.03(b) have been satisfied. PR01/ 1471369.15.
(dk) The Sellers’ Seller Representative will shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(el) The Sellers’ Seller Representative will shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement Agreement, the Ancillary Documents and the Buyer Ancillary Agreementsother documents to be delivered hereunder and thereunder.
(fm) Buyer will shall have delivered to Seller Representative such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Closing Cash Payment transactions contemplated by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer will have executed and delivered to the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase this Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gse Systems Inc)
Conditions to Obligations of Sellers. The obligations of Sellers each Seller to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment or waiver by the Sellers’ Representativeeach Seller’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article 4 will be true and correct in all respects 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, which will be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded).
(b) Buyer will have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(b) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(c) The Sellers’ Representative will have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and (b) Ancillary Documents shall have been satisfied. PR01/ 1471369.15executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers.
(d) The Sellers’ Representative will Buyer shall have delivered to Sellers cash in an amount equal to the Cash Purchase Price by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer.
(e) Buyer shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder of outstanding Indebtedness as provided in Section 2.03(a)(ii). Notwithstanding the foregoing, “Redacted” [Private Identifying Information] referenced in Section 2.03(f)(i) shall be paid by the Company prior to the Buyer paying the Remaining Cash Payment.
(f) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby.
(eg) The Sellers’ Representative will Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement Agreement, the Ancillary Documents and the Buyer Ancillary Agreements.
(f) Buyer will have other documents to be delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii)hereunder and thereunder.
(h) Buyer will shall have executed and delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agent.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase transactions contemplated by this Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
Samples: Equity Purchase Agreement
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement will be are subject to the fulfillment or waiver by the Sellers’ Representative, satisfaction at or prior to the Closing, of each Closing of the following conditions, but Sellers may waive compliance with any such conditions in writing:
(a) The All representations and warranties of Buyer Buyers contained in Article 4 this Agreement will be true and correct in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of such date (the Closing, except those for the representations and warranties that address matters only as of a specified date, particular date (which will be true and correct in all respects only as of that specified such date), except where the failure ) and Sellers will have received a certificate to such effect in form and substance satisfactory to Sellers executed on behalf of such representations and warranties each Buyer by officers of each Buyer reasonably acceptable to be true and correct would not have a material adverse effect on Buyer and it subsidiaries taken as a whole (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded)Sellers.
(b) Buyer Buyers will have duly performed and complied in all material respects with all agreements, the covenants and conditions agreements required by this Agreement to be performed or complied with by it them at or prior to or the Closing, including without limitation the delivery of all items required to be delivered by them pursuant to Section 1.7, and Sellers will have received a certificate to such effect in form and substance satisfactory to Sellers executed on the Closing Datebehalf of each Buyer by officers of each Buyer reasonably acceptable to Sellers.
(c) The Sellers’ Representative All governmental consents, approvals, orders, or authorizations set forth on Schedule 5.2(c) will have received a certificate, dated the Closing Date been obtained and signed by a duly authorized officer of Buyer, that each of the conditions all necessary governmental notices set forth in Section 6.03(aon Schedule 5.2(c) and (b) will have been satisfied. PR01/ 1471369.15given.
(d) The Sellers’ Representative will All filings pursuant to the HSR Act have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true been made by Buyers and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement their respective affiliates and the consummation required waiting period under the HSR Act has expired or been terminated without any threat or commencement of the transactions contemplated by this Agreement, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection antitrust proceedings with respect to the transactions contemplated by this Agreement.
(e) The Buyers have delivered to Sellers a legal opinion of Buyers' counsel covering legal matters that Sellers may reasonably request and in form and substance reasonably acceptable to Sellers’ Representative will have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Buyer Ancillary Agreements.
(f) Buyer will have delivered to Sellers the Closing Cash Payment by wire transfer in immediately available funds, to an account or accounts designated by the Sellers’ Representative (on behalf of Sellers) at least two Business Days prior to the Closing Date in a written notice to Buyer.
(g) Buyer will have delivered to Sellers certificates for the shares of Buyer Stock registered in the names of each Seller in the respective amounts set forth in Section 2.03(a)(ii).
(h) Buyer Buyers will have executed and delivered to Sellers the Sellers’ Representative the Escrow Agreement and deposited the Escrow Amount with the Escrow Agentother Buyer Documents.
(i) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Purchase Agreement.
(j) Buyer will have executed and delivered to the Sellers’ Representative the Top Third Operating Agreement.
(k) Buyer will have executed and delivered to the Sellers’ Representative the GAA Operating Agreement.
Appears in 1 contract
