Conditions to Obligations of the Buyer Parties. The obligation of the Buyer Parties to effect the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) the Seller Parties shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Seller Parties on or prior to the Closing Date and the representations and warranties of the Seller Parties which are set forth in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse Effect) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date except where failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; (b) the Buyer shall have received a certificate from the chief executive officer of Insilco, dated as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfied; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; (f) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate th...
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties to effect the Mergers and to consummate the other transactions contemplated by this Agreement are further subject to the satisfaction or, to the extent allowed by applicable Law, waiver by Parent, at or prior to the Company Merger Effective Time, of each of the following additional conditions:
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the transactions contemplated hereby are subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, by Buyer:
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Transactions shall be subject to the satisfaction or waiver by the applicable Buyer Party, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Buyer in its sole discretion:
(a) The Fundamental Representations shall be true and correct both when made and as of the Closing Date, without giving effect to any Materiality Qualifiers, in all material respects. The representations and warranties of Seller contained in this Agreement that are not Fundamental Representations shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (in each case without giving effect to any Materiality Qualifiers), except as would not have a Material Adverse Effect. The Seller Parties shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing.
(b) Since January 2, 2021, there shall not have occurred a Material Adverse Effect.
(c) As of the Closing Date, the Employment Agreements with at least three of the Key Employees will be in full force and effect.
(d) Buyer shall have received the items to be delivered by the Seller Parties pursuant to Section 2.7(b).
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the First Closing and the Second Closing, respectively, are further subject to the satisfaction or waiver by the Buyer Parties (such waiver to be within their sole discretion), if permissible under applicable Law, on or prior to the First Closing Date (whether in a Separate Closing or as part of a Dual Closing), and, as applicable, the Second Closing Date, if any, respectively, of the following conditions:
(a) (i) The representations and warranties of Seller and the Xxxxxxxxx Entities contained in Section 2.1 (Organization), Section 2.2(a) and Section 2.2(c) (Capitalization of the Company), Section 2.3 (Authorization), clause (a) of Section 2.4 (Noncontravention), Section 2.6 (Brokers and Finders), Section 3.1 (Organization), Section 3.2 (Ownership), Section 3.3 (Authorization), clause (a) of Section 3.4 (Noncontravention) and Section 3.6 (Brokers and Finders) are true and correct, except for any de minimis inaccuracies and (ii) the other representations and warranties of Seller and the Xxxxxxxxx Entities contained in Article II (Representations and Warranties of Seller and the Xxxxxxxxx Entities) and of the Xxxxxxxxx Entities contained in Article III (Representations and Warranties of the Xxxxxxxxx Entities) are true and correct, in each of clauses (i) and (ii), as of the date of this Agreement and as of the First Closing Date and the Second Closing Date (if any) (provided that the representations and warranties set forth in Section 2.7 (No Material Adverse Effect), Section 2.8 (Legal Proceedings), and Section 3.5 (Gulf LNG Arbitration Status) need only be true and correct, in each case as qualified by the remainder of this Section 6.2(a), as of the date of this Agreement and as of the First Closing), as applicable, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Seller and the Xxxxxxxxx Entities shall have performed all obligations that are required to be performed by them under this Agreement at or prior to the First Closing Date and the Second Closing Date, if an...
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties under this Agreement are subject to the following conditions (unless waived by the Buyer Parties in writing at the Closing):
(a) The Seller Parties shall have delivered to the Buyer Parties the documents set forth in Section 2.02(a).
(b) There shall have been no sales or refinancings consummated or negotiated with respect to any of the Properties prior to the Closing without prior consultation with Insignia.
(c) Notice shall have been given to current management of Properties not already managed by Insignia or any of its Affiliates in order to effectuate the assumption of management of such Properties by Insignia or its designated Affiliate no later than the date ninety (90) days following the Closing Date.
Conditions to Obligations of the Buyer Parties. The obligations of Buyer to consummate the Merger, the Buyer Bank to consummate the Bank Merger, and the Buyer and the Buyer Bank to consummate the other transactions contemplated by this Agreement are subject to the fulfillment or written waiver by Buyer prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of FTI on behalf of itself and all the Buyer Parties:
Conditions to Obligations of the Buyer Parties. The obligation of the Buyer Parties to consummate the Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Buyer Parties (in the Buyer Parties’ sole discretion):
