Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in 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 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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. (b) Buyer 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 Seller at or prior to the Closing. (e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller. (f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer. (g) 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 7.03(a) and Section 7.03(b) have been satisfied. (h) Seller 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 hereby 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 hereby and thereby. (i) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment prior to or at Closing of the Seller Parties 's waiverfollowing conditions, unless waived by Fortis in writing:
(i) All of the covenants and obligations that Parent and each Buyer are required to perform or to comply with pursuant to this Agreement at or prior to the Closing, of Closing (considered collectively) and each of the following conditions:
those covenants and obligations (aconsidered individually) Other than the shall have been duly performed and complied with in all material respects, (ii) Parent's and each Buyer's representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto 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 date hereof and on of this Agreement and as of the Closing Date with as if made on the same effect as though made at and as of such date Closing Date (except those as to any representation or warranty that specifically relates to an earlier date), provided that no breaches of representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date deemed to excuse the Seller Parties' obligations to consummate the transactions contemplated hereby unless, individually or in all respects). The the aggregate, such breaches could reasonably be likely to result in a Buyer Material Adverse Effect (ignoring, for this purpose, any materiality or material adverse effect qualifications to such representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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.
(b) Buyer 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 Authoritywarranties), and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(diii) 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 Seller at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) Seller Fortis shall have received a certificate, dated the Closing Date and certificate signed by a duly authorized elected officer of Buyer, Parent and each Buyer to the effect that each of the foregoing conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(hb) Seller Fortis shall have received a certificate from Parent and each Buyer certified copies of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions duly adopted by the board their respective boards of directors of Buyer authorizing approving the execution, execution and delivery and performance of this Agreement and the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby 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 hereby and thereby.
(ic) The Seller Parties shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officerclosing deliveries listed in Section 2.8(b) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderhereof.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fortis Benefits Insurance Co)
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's Parties’ waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the The representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer Purchaser contained in this Agreement, the Ancillary Documents Agreements 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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.
(b) Buyer Purchaser 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 Agreements 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 Seller at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer Purchaser shall have delivered to Seller cash in an amount equal duly executed counterparts to the Closing Date Payment 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 the Seller Parties Ancillary Agreements and such other documents and deliveries set forth in a written notice to BuyerSection 3.2.
(gd) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of BuyerPurchaser, that each of the conditions set forth in Section 7.03(a8.3(a) and Section 7.03(b8.3(b) have been satisfied.
(he) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors managers of Buyer Purchaser authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby 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 hereby and thereby.
(i) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to sell the Success Equity Interests and to consummate the transactions contemplated by this Agreement other Contemplated Transactions shall be subject to the fulfillment or the Seller Parties 's waiversatisfaction, at or prior to the Closing, of each of the following conditions:conditions (any of which may be waived in writing by the Sellers' Representative):
(a) Other than the representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article IV shall be have been 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 disregarding any representation or warranty not qualified by materiality or Material Adverse Effectqualifications set forth therein) on and as of the date hereof and on Effective Date and as of the Closing Date with the same effect as though made at and as of such date (Date, in each case, except for those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified expressly relate to an earlier date (in all respects). The which case such representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be have been true and correct in all material 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 earlier date.);
(b) Buyer the Purchaser and Greenbrook shall have duly performed and complied in all material respects with all agreements, of the covenants and conditions agreements 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 Seller them under this Agreement at or prior to the Closing.Closing in all material respects;
(ec) The Ancillary Documents shall the Purchaser will have been executed delivered (or caused to be delivered) to the Sellers' Representative, on behalf of the Seller Parties, the following agreements, documents and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.other items:
(fi) Buyer shall have delivered to Seller cash in an amount equal the Purchase Price Shares to the Closing Date Payment applicable Seller Parties and the Escrow Agent as contemplated by wire transfer Section 1.2(c);
(ii) executed counterpart signature page of immediately available funds, to an account or accounts designated at least two (2) Business Days prior the Purchaser and the Escrow Agent to the Closing Date by the Seller Parties in a written notice to Buyer.Escrow Agreement;
(giii) Seller shall have received a certificate, dated executed counterpart signature page of the Closing Date and signed by a duly authorized officer Purchaser to the Lock-Up Agreement;
(iv) an executed counterpart signature page to the New Employment Agreement of Buyer, that each of the conditions set forth in Section 7.03(a) Xxxxxxxx Xxxxx and Section 7.03(b) have been satisfied.Xxxxxxx Xxxxxxxxx;
(hv) Seller shall have received an executed counterpart signature page of Greenbrook to the Investors Rights Agreement;
(vi) an executed counterpart signature page of Greenbrook to the Registration Rights Agreement;
(vii) an executed counterpart signature page of Greenbrook to the Director Indemnification Agreement;
(viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery Purchaser and performance of this Agreement and Greenbrook approving the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, Contemplated Transactions and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.effect;
(iix) Seller shall have received a certificate signed by an officer of the Secretary Purchaser certifying that the conditions specified in Section 7.3(b) have been satisfied; and
(x) such other documents, instruments or an Assistant Secretary (or equivalent officer) of Buyer certifying certificates relating to the names and signatures Contemplated Transactions as the Sellers Representative, on behalf of the officers of Buyer authorized to sign this AgreementSeller Parties, the Ancillary Documents and the other documents to be delivered hereunder and thereundermay reasonably request.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Klein Benjamin)
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated to be performed by this Agreement shall be them in connection with the Closing are subject to the fulfillment or the Seller Parties 's waiver, at or prior to the Closing, of each satisfaction of the following conditions:
(a) Other than the representations and warranties of the Buyer contained set forth in Section 4.01 4.2 that are qualified as to materiality shall be true and Section 4.04correct, and the representations and warranties of Buyer contained set forth in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Section 4.2 that are not so qualified shall be true and correct in all respects (material respects, in the each 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 at and as of the Closing Date with the same effect as though made at and as of such date (Date, except those that any representations and warranties that address matters only are given as of a specified date, the accuracy of which shall be determined as of that specified particular date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 or period 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 only as of such date.date or period;
(b) the Buyer shall have duly performed and complied in all material respects with all agreements, of its covenants and conditions required by this Agreement and each of hereunder through the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.Closing;
(c) No injunction no injunction, judgment, order, decree, ruling, charge or restraining order investigation shall have been issued by be pending or threatened before any Governmental AuthorityAuthority wherein a judgment, and order, writ, injunction, stipulation or decree would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be in effect, which restrains or prohibits any material transaction contemplated hereby.rescinded following consummation;
(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 Seller at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) 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 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller 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 hereby 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 hereby and thereby.
(i) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) Buyer shall have delivered to the Seller Parties such other documents a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(e) the Parties shall have received, without any conditions or instruments as limitations to which the Seller Parties have a reasonable objection, all consents, approvals and authorizations of, and shall have made such declarations, filings and registrations with, Persons (including, without limitation, any Governmental Authorities) identified in Sections 4.1(z) and 4.2(g) of the Disclosure Schedule;
(f) all certificates, instruments and other documents required by Article 8 to be delivered by the Buyer to the Seller Parties shall have been so delivered;
(g) the Buyer shall have tendered payment of the Purchase Price in the manner described in Article 2 in exchange for the Shares;
(h) the Ancillary MGA Agreements and the Guaranty Agreement shall have been duly executed and delivered by the parties thereto; and
(i) the Seller Parties shall have received an opinion of Xxxxxxx & Xxxxxxx LLP, counsel to the Buyer, in a form reasonably requests acceptable to the Seller Parties and are reasonably necessary their counsel. The Seller Parties may waive any condition specified in this Section 6.2 if they execute a writing so stating at or prior to consummate the transactions contemplated by this AgreementClosing.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations obligation of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's waiverfulfillment, at or prior to or at the Closing, of each of the following conditions:conditions (any or all of which may be waived by Seller Parties in their sole discretion):
(a) Other than Each of the representations and warranties of Buyer contained set forth in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article V 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 force and effect as though made at and as of such date that time except (except i) for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties that which address matters only as of a specified date, the accuracy of which particular date shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be remain 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.;
(b) Buyer shall have duly performed and complied in all material respects with all agreementscovenants, covenants obligations and conditions undertakings required by this Agreement and each of the Ancillary Documents to be performed or and complied with by it Buyer prior to or on at the Closing Date.Closing;
(c) No injunction Litigation that seeks to restrain, enjoin or restraining otherwise prevent consummation of the transactions contemplated by this Agreement or other Transaction Documents, and no judgment, order or decree shall have been issued by any Governmental Authority, and be in effect, which restrains rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or prohibits any material transaction contemplated hereby.thereby;
(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules Buyer shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to (i) the Closing.Sellers, the Closing Date Purchase Price in accordance with the terms hereof;
(e) The Ancillary Documents An appropriate officer of Buyer shall have been executed and delivered by a certificate in a form reasonably satisfactory to the Buyer Seller Parties certifying as to (i) the accuracy of the representations and true warranties in Article V above; (ii) the fulfillment of the conditions specified in this Section 8.2, and complete copies thereof shall have been delivered to Seller.(iii) incumbency signatures and other matters customary for transactions of this nature;
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each Sellers copies of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller shall have received a certificate resolutions of the Secretary or an Assistant Secretary (or equivalent officer) Board of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors Directors of Buyer authorizing the execution, delivery execution and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all certified by the resolutions adopted in connection with the transactions contemplated hereby and thereby.secretary of Buyer;
(ig) Seller 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 AgreementXxxxxxx, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) ultimate Parent Company of Buyer shall have delivered to the Seller Parties such other documents or instruments as a guarantee of Buyer's obligations under Article X hereof, in a form reasonably satisfactory to the Seller Parties reasonably requests and are reasonably necessary to consummate Parties; and
(h) Seller shall be satisfied with the transactions contemplated allocation schedule required by this Agreement.Section 2.6. 49
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's their waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof;
(b) the representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Agreement and Ancillary Documents Agreements 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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.;
(bc) Buyer 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 Agreements to be performed or complied with by it prior to or on the Closing Date.;
(cd) No no Action shall have been commenced against Buyer, the Seller Parties or the Company, which would prevent the Closing and there exists no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which Authority that 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 Seller at or prior to the Closing.Contemplated Transactions; and
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered deliver, or cause to Seller.be delivered, the following
(fi) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment by wire transfer Seller Party Representative, a certificate of immediately available funds, to an account or accounts designated at least two good standing for Buyer issued as of a date that is no more than five (25) Business Days prior to before the Closing Date by the Seller Parties in a written notice to Buyer.Secretary of State of the State of Delaware;
(gii) to the Seller shall have received Party Representative, a certificatecertificate of an officer of Buyer, dated the Closing Date Date, in form and signed by a substance reasonably satisfactory to the Seller Party Representative, certifying (i) the resolutions duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller 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 managers (or other equivalent governing body) of Buyer authorizing and approving the execution, delivery delivery, and performance of this Agreement and the each Ancillary Documents Agreement to which Buyer is a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, which resolutions shall have been certified as true, correct, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(i) Seller shall have received a certificate without rescission, revocation, or amendment as of the Secretary or an Assistant Secretary Closing Date; (or equivalent officerii) of Buyer certifying the names incumbency and signatures of the officers of Buyer authorized to sign execute and deliver this Agreement, Agreement and each Ancillary Agreement to which Buyer is a part and (iii) that each of the Ancillary Documents conditions set forth in Sections 3.3(b) and the other documents to be delivered hereunder and thereunder.(c) have been satisfied;
(jiii) Buyer shall have delivered pay to each payee of Company Transaction Expenses and each holder of Indebtedness of the Company, any outstanding amounts owed as of the Closing in order to fully satisfy such obligations; and
(iv) to the Seller Parties such other documents Parties, in accordance with their respective Pro Rata Percentages, the Purchase Price, by wire transfer of immediately available funds to the account or instruments as accounts specified in writing at least five (5) Business Days prior to the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this AgreementClosing Date.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's their waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof;
(b) the representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Agreement and Ancillary Documents Agreements 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 shall be determined as of that the specified date in all respectsdate). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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.;
(bc) Buyer 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 Agreements to be performed or complied with by it prior to or on the Closing Date.;
(cd) No no Action shall have been commenced against Buyer, the Seller Parties or the Company, which would prevent the Closing and there exists no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which Authority that 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 Seller at or prior to the Closing.Contemplated Transactions; and
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered deliver, or cause to Seller.be delivered, the following
(fi) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment by wire transfer Seller Party Representative, a certificate of immediately available funds, to an account or accounts designated at least two good standing for Buyer issued as of a date that is no more than five (25) Business Days prior to before the Closing Date by the Seller Parties in a written notice to Buyer.Secretary of State of the State of Delaware;
(gii) to the Seller shall have received Party Representative, a certificatecertificate of an officer of Buyer, dated the Closing Date Date, in form and signed by a substance reasonably satisfactory to the Seller Party Representative, certifying (i) the resolutions duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller 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 managers (or other equivalent governing body) of Buyer authorizing and approving the execution, delivery delivery, and performance of this Agreement and the each Ancillary Documents Agreement to which Buyer is a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, which resolutions shall have been certified as true, correct, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(i) Seller shall have received a certificate without rescission, revocation, or amendment as of the Secretary or an Assistant Secretary Closing Date; (or equivalent officerii) of Buyer certifying the names incumbency and signatures of the officers of Buyer authorized to sign execute and deliver this Agreement, Agreement and each Ancillary Agreement to which Buyer is a part and (iii) that each of the Ancillary Documents conditions set forth in Sections 3.3(b) and the other documents to be delivered hereunder and thereunder.(c) have been satisfied;
(jiii) Buyer shall have delivered pay to each payee of Company Transaction Expenses and each holder of Indebtedness of the Company, any outstanding amounts owed as of the Closing in order to fully satisfy such obligations;
(iv) pay to the Seller Parties such other documents or instruments as Parties, in accordance with Schedule 2.2, the Seller Parties reasonably requests Purchase Price, minus the Escrow Amount and are reasonably necessary to consummate minus the transactions contemplated by this AgreementNoteholder Amount; and
(v) deposit the Escrow Amount with the Escrow Agent.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of Closing under this Agreement by the Seller Parties to consummate on the transactions contemplated by this Agreement Closing Date shall be subject to conditioned upon the fulfillment satisfaction of the following conditions precedent, or those conditions precedent being waived by the Seller in writing, as applicable (however, unless the Seller Parties 's waiverexplicitly express such waiver in writing, at or prior to the Closing, waiver of each any of the following conditionsconditions precedents by the Seller Parties shall not be deemed as a waiver of any claim of rights the Seller Parties entitled to as a result of breach by the Buyer Parties of any representation, warranty or undertaking, or any misrepresentation made by the Buyer Parties):
6.2.1 The Buyer Parties shall have executed and delivered to the Seller each Transaction Document, which shall remain in full force on the Closing Date (other than those shall be effective at or after Closing);
6.2.2 Board of shareholders and board of directors, as applicable, of the Buyer Parties shall have approved the Transaction to be performed and completed pursuant to the Transaction Documents, and such approvals shall remain in full force on the Closing Date;
6.2.3 As of the Closing Date, all representations and warranties made by the Buyer Parties herein:
(ai) Other than in the case of all representations and warranties not qualified by materiality, shall be true, correct and not misleading in all material aspects; and
(ii) in the case of Buyer contained all representations and warranties qualified by materiality, shall be true, correct and not misleading in Section 4.01 all aspects, except for those representations and Section 4.04warranties which refer to or are made only as of a particular date; for the avoidance of doubt, among others, the representations and warranties of the Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Parties under Clause 3.2.6 (Source of Funds) herein shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or aspects;
6.2.4 The Buyer Parties shall have performed and complied with 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 shall be determined as of that specified date in aspects all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions undertakings required by this Agreement and each of the Ancillary Transaction 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 Seller at or prior to the Closing.Closing Date; and
(e) 6.2.5 The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) Seller shall have received a certificate, dated written certificate issued by the Closing Date and signed by a duly authorized officer of Buyer, which confirms that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) all Closing Conditions above have been satisfied.
(h) Seller 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 hereby 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 hereby and thereby.
(i) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate close the transactions transaction contemplated by this Agreement hereby shall be subject to the fulfillment or the Seller Parties 's waiver, at or prior to the Closing, of each Closing Date of the following conditions:
(a) Other than The Buyer shall have performed or complied in all material respects with its agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date.
(b) The representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto 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 date hereof when made and on and as of the Closing Date with the same force and 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, except as expressly contemplated or otherwise expressly permitted by this Agreement.
(c) Seller Parties shall have received the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained deliveries referred to in Section 4.01 3.3.
(d) The Seller Parties shall have received an opinion addressed to them and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and dated as of the Closing Date with the same effect as though made at of Richard A. Covel, Vice President and as of such date.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each General Counsel 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 AuthorityBuyer, 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 Seller at or prior x xxxx xxxxxxxxly satisfactory to the ClosingSeller Parties.
(e) The Ancillary Documents No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been executed and delivered enacted, entered, promulgated or enforced by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment by wire transfer any court or Governmental Authority of immediately available fundscompetent jurisdiction which prohibits, to an account restrains, enjoins or accounts designated at least two (2) Business Days prior to the Closing Date by the Seller Parties in a written notice to Buyer.
(g) 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 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller 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 restricts the consummation of the transactions contemplated hereby and therebyhereby; provided, and however, that all the parties shall use commercially reasonable efforts to cause any such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebydecree, ruling, injunction or other order to be vacated or lifted.
(if) Seller Sellers shall have received a certificate be released on all welfare and benefit programs of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names Company as trustees and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderfrom all fiduciary responsibilities associated therewith.
(jg) Buyer shall have delivered to provided the Seller Parties such other documents with a notice from the Company stating that if the Closing Conditions of the Buyer set forth in Section 7.2 hereof have been either fulfilled or instruments as waived (except for Section 7.2(h) for which Buyer will specify what remains to be obtained). Buyer shall close the transaction without additional conditions, stipulations or requirements of the Seller Parties reasonably requests and are reasonably necessary to consummate two business days from the transactions contemplated by this Agreementdate of such notice.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or the Seller Parties 's waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions:
(ai) Other than the The representations and warranties of Buyer set forth in Article VI (other than the Fundamental Representations) must be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in Section 4.01 and Section 4.04which case as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Buyer and (ii) the Fundamental Representations of Buyer contained set forth in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article VI 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 shall be determined as of that specified date in all respectsother than de minimis inaccuracies). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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.
(b) Buyer shall must have duly performed and complied in all material respects with all agreements, covenants and conditions obligations 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 Seller under this Agreement at or prior to the Closing.
(c) (i) the Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor having waived their right to apply for an in-depth investigation or not having applied for an in-depth investigation within the applicable waiting period; or (ii) the Austrian Cartel Court or the Austrian Supreme Cartel Court having terminated the in-depth investigation, or having issued an unappealable decision declaring that the concentration is not being prohibited, or having issued an unappealable decision dismissing any applications for an in-depth investigation, all on terms reasonably acceptable to the parties (provided, that no party shall be entitled to claim that this condition is not satisfied if such party is not in compliance with Section 7.6 hereto).
(d) Receipt from the Commission for Protection of Competition in Serbia of (i) an unconditional merger clearance decision or (ii) a conditional merger clearance the terms of which are reasonably satisfactory to the parties (provided, that no party shall be entitled to claim that this condition is not satisfied if such party is not in compliance with Section 7.6 hereto). For the avoidance of doubt, this requirement shall also be fulfilled if the Commission for Protection of Competition in Serbia does not issue a decision within the deadlines set by Serbian law.
(e) The Ancillary Documents shall have been executed Following submission of the CMA Briefing Paper, either: (i) receipt of a response from the CMA expressly indicating that the CMA requires no further information in relation to the transactions contemplated hereby and/or that the CMA does not intend to open a CMA Merger Investigation in relation to the transactions contemplated hereby, (ii) the CMA initiating a CMA Merger Investigation and delivered by subsequently confirming unconditionally that the Buyer and true and complete copies thereof shall have been delivered CMA does not intend to Sellermake a CMA Phase 2 Reference in respect of the transactions contemplated hereby; or, (iii) if there is a CMA Phase 2 Reference, the CMA issuing an unconditional Phase 2 Decision confirming that it intends to clear the merger.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each None of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller shall have received parties hereto will be subject to any Order of a certificate court of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying competent jurisdiction 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 prohibits the consummation of the transactions contemplated hereby 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 hereby and thereby.
(i) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Enpro Industries, Inc)
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's Parties’ waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the The representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article V 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 shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be true and correct in all material respects on and as of the date hereof that specified date); provided, however, that representations and on warranties qualified by material adverse effect or other materiality qualifier must instead be true and as of the Closing Date with the same effect as though made at and as of such datecorrect in all respects.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, agreements and 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 Seller at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(fc) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties the Closing Payment Amount, duly executed counterparts to the Transaction Documents (other than this Agreement and the Employment Agreement) and such other documents and deliveries set forth in a written notice to BuyerSection 3.02(b).
(gd) The Seller Parties shall have received a certificate, dated the Closing Date and signed on behalf of the Buyer by a duly authorized officer of BuyerBuyer (in such Person’s capacity as such and not individually), that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”).
(he) The Seller Parties 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 as to 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 hereby and thereby, and that all such resolutions are matters set forth in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebySection 3.02(b)(iv).
(if) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) The Buyer shall have delivered to the Seller Parties such other documents or instruments as a duly executed counterpart to the Demand Side Platform Integration Agreement, to the Trademark License Agreement and to the Transition Services Agreement.
(g) The Buyer shall have delivered to the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementa duly executed Promissory Note.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations obligation of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's waiverfulfillment, at or prior to or at the Closing, of each of the following conditions:conditions (any or all of which may be waived by Seller Parties in their sole discretion):
(a) Other than Each of the representations and warranties of Buyer contained set forth in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article V 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 force and effect as though made at and as of such date that time except (except i) for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties that which address matters only as of a specified date, the accuracy of which particular date shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be remain 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.;
(b) Buyer shall have duly performed and complied in all material respects with all agreementscovenants, covenants obligations and conditions undertakings required by this Agreement and each of the Ancillary Documents to be performed or and complied with by it Buyer prior to or on at the Closing Date.Closing;
(c) No injunction Litigation that seeks to restrain, enjoin or restraining otherwise prevent consummation of the transactions contemplated by this Agreement or other Transaction Documents, and no judgment, order or decree shall have been issued by any Governmental Authority, and be in effect, which restrains rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or prohibits any material transaction contemplated hereby.thereby;
(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules Buyer shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to (i) the Closing.Sellers, the Closing Date Purchase Price in accordance with the terms hereof;
(e) The Ancillary Documents An appropriate officer of Buyer shall have been executed and delivered by a certificate in a form reasonably satisfactory to the Buyer Seller Parties certifying as to (i) the accuracy of the representations and true warranties in Article V above; (ii) the fulfillment of the conditions specified in this Section 8.2, and complete copies thereof shall have been delivered to Seller.(iii) incumbency signatures and other matters customary for transactions of this nature;
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each Sellers copies of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller shall have received a certificate resolutions of the Secretary or an Assistant Secretary (or equivalent officer) Board of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors Directors of Buyer authorizing the execution, delivery execution and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all certified by the resolutions adopted in connection with the transactions contemplated hereby and thereby.secretary of Buyer;
(ig) Seller 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 AgreementXxxxxxx, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) ultimate Parent Company of Buyer shall have delivered to the Seller Parties such other documents or instruments as a guarantee of Buyer's obligations under Article X hereof, in a form reasonably satisfactory to the Seller Parties reasonably requests and are reasonably necessary to consummate Parties; and
(h) Seller shall be satisfied with the transactions contemplated allocation schedule required by this AgreementSection 2.6.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate close the transactions transaction contemplated by this Agreement hereby shall be subject to the fulfillment or the Seller Parties 's waiver, at or prior to the Closing, of each Closing Date of the following conditions:
(a) Other than The Buyer shall have performed or complied in all material respects with its agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date.
(b) The representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this AgreementAgreement that are qualified by any Materiality Qualification, 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 date hereof and on and as of the Closing Date with the same force and effect as though if made at and as of such date on the Closing Date (except that those representations and warranties that which address matters only as of a specified particular date shall have been true and correct only on such date, ) and the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Buyer contained in Section 4.01 this Agreement that are not so qualified by any Materiality Qualification contained in such representations and Section 4.04 warranties, shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same force and effect as though if made at and as of such date.
(b) Buyer 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 DateDate (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date).
(c) No injunction or restraining order Seller Parties shall have received the deliveries referred to in Section 3.3.
(d) As of the Closing, no Law will have been adopted, promulgated, entered, enforced or issued by any Governmental Authority, and or Claim will be in effectpending or threatened before any court, other Governmental Authority or arbitrator which if successful, which restrains would (i) enjoin, restrain, 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 Seller at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) 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 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller 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 prohibit the consummation of the transactions contemplated hereby and therebyby this Agreement or any Transaction Document, and that all such resolutions are in full force and (ii) have the effect and are all the resolutions adopted in connection with of making illegal or otherwise prohibiting the transactions contemplated hereby and thereby.
or by any Transaction Document or (iiii) Seller shall have received a certificate materially adversely affect, including through the imposition of any requirement to divest or hold separate any assets or segments of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures respective businesses of the officers of Buyer authorized to sign this AgreementCompany, the Ancillary Documents Buyer, or any of their respective Affiliates, the right of the Buyer following the Closing to own the Interests or the right of the Buyer to operate the Company’s business as currently operated and the other documents as currently proposed to be delivered hereunder and thereunderoperated; provided, however, that this condition may not be invoked by any Seller Party if any such Claim was initiated by such Seller Party.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Dynamics Research Corp)
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to sell the Success Equity Interests and to consummate the transactions contemplated by this Agreement other Contemplated Transactions shall be subject to the fulfillment or the Seller Parties 's waiversatisfaction, at or prior to the Closing, of each of the following conditions:conditions (any of which may be waived in writing by the Sellers’ Representative):
(a) Other than the representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article IV shall be have been 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 disregarding any representation or warranty not qualified by materiality or Material Adverse Effectqualifications set forth therein) on and as of the date hereof and on Effective Date and as of the Closing Date with the same effect as though made at and as of such date (Date, in each case, except for those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified expressly relate to an earlier date (in all respects). The which case such representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be have been true and correct in all material 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 earlier date.);
(b) Buyer the Purchaser and Greenbrook shall have duly performed and complied in all material respects with all agreements, of the covenants and conditions agreements 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 Seller them under this Agreement at or prior to the Closing.Closing in all material respects;
(ec) The Ancillary Documents shall the Purchaser will have been executed delivered (or caused to be delivered) to the Sellers’ Representative, on behalf of the Seller Parties, the following agreements, documents and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.other items:
(fi) Buyer shall have delivered to Seller cash in an amount equal the Purchase Price Shares to the Closing Date Payment applicable Seller Parties and the Escrow Agent as contemplated by wire transfer Section 1.2(c);
(ii) executed counterpart signature page of immediately available funds, to an account or accounts designated at least two (2) Business Days prior the Purchaser and the Escrow Agent to the Closing Date by the Seller Parties in a written notice to Buyer.Escrow Agreement;
(giii) Seller shall have received a certificate, dated executed counterpart signature page of the Closing Date and signed by a duly authorized officer Purchaser to the Lock-Up Agreement;
(iv) an executed counterpart signature page to the New Employment Agreement of Buyer, that each of the conditions set forth in Section 7.03(a) Bxxxxxxx Xxxxx and Section 7.03(b) have been satisfied.Kxxxxxx Xxxxxxxxx;
(hv) Seller shall have received an executed counterpart signature page of Greenbrook to the Investors Rights Agreement;
(vi) an executed counterpart signature page of Greenbrook to the Registration Rights Agreement;
(vii) an executed counterpart signature page of Greenbrook to the Director Indemnification Agreement;
(viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery Purchaser and performance of this Agreement and Greenbrook approving the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, Contemplated Transactions and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.effect;
(iix) Seller shall have received a certificate signed by an officer of the Secretary Purchaser certifying that the conditions specified in Section 7.3(b) have been satisfied; and
(x) such other documents, instruments or an Assistant Secretary (or equivalent officer) of Buyer certifying certificates relating to the names and signatures Contemplated Transactions as the Sellers Representative, on behalf of the officers of Buyer authorized to sign this AgreementSeller Parties, the Ancillary Documents and the other documents to be delivered hereunder and thereundermay reasonably request.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as the Seller Parties reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Greenbrook TMS Inc.)
Conditions to Obligations of the Seller Parties. The obligations obligation of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties 's waiverfulfillment, at or prior to or at the Closing, of each of the following conditions:conditions (any or all of which may be waived by Seller Parties in their sole discretion):
(a) Other than Each of the representations and warranties of Buyer contained set forth in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article V 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 force and effect as though made at and as of such date that time except (except i) for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties that which address matters only as of a specified date, the accuracy of which particular date shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be remain 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.;
(b) Buyer shall have duly performed and complied in all material respects with all agreementscovenants, covenants obligations and conditions undertakings required by this Agreement and each of the Ancillary Documents to be performed or and complied with by it Buyer prior to or on at the Closing Date.Closing;
(c) No injunction Litigation that seeks to restrain, enjoin or restraining otherwise prevent consummation of the transactions contemplated by this Agreement or other Transaction Documents, and no judgment, order or decree shall have been issued by any Governmental Authority, and be in effect, which restrains rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or prohibits any material transaction contemplated hereby.thereby;
(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules Buyer shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to (i) the Closing.Sellers, the Closing Date Purchase Price in accordance with the terms hereof;
(e) The Ancillary Documents An appropriate officer of Buyer shall have been executed and delivered by a certificate in a form reasonably satisfactory to the Buyer Seller Parties certifying as to (i) the accuracy of the representations and true warranties in Article V above; (ii) the fulfillment of the conditions specified in this Section 8.2, and complete copies thereof shall have been delivered to Seller.(iii) incumbency signatures and other matters customary for transactions of this nature;
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each Sellers copies of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller shall have received a certificate resolutions of the Secretary or an Assistant Secretary (or equivalent officer) Board of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors Directors of Buyer authorizing the execution, delivery execution and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all certified by the resolutions adopted in connection with the transactions contemplated hereby and thereby.secretary of Buyer;
(ig) Seller shall have received a certificate Steixxx, xxe ultimate Parent Company 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) Buyer shall have delivered to the Seller Parties such other documents or instruments as a guarantee of Buyer's obligations under Article X hereof, in a form reasonably satisfactory to the Seller Parties reasonably requests and are reasonably necessary to consummate Parties; and
(h) Seller shall be satisfied with the transactions contemplated allocation schedule required by this AgreementSection 2.6.
Appears in 1 contract
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated to be performed by this Agreement shall be them in connection with the Closing are subject to the fulfillment or the Seller Parties 's waiver, at or prior to the Closing, of each satisfaction of the following conditions:
(a) Other than the representations and warranties of the Buyer contained set forth in Section 4.01 4.2 that are qualified as to materiality shall be true and Section 4.04correct, and the representations and warranties of Buyer contained set forth in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Section 4.2 that are not so qualified shall be true and correct in all respects (material respects, in the each 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 at and as of the Closing Date with the same effect as though made at and as of such date (Date, except those that any representations and warranties that address matters only are given as of a specified date, the accuracy of which shall be determined as of that specified particular date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 or period 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 only as of such date.date or period;
(b) the Buyer shall have duly performed and complied in all material respects with all agreements, of its covenants and conditions required by this Agreement and each of hereunder through the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.Closing;
(c) No injunction no injunction, judgment, order, decree, ruling, charge or restraining order investigation shall have been issued by be pending or threatened before any Governmental AuthorityAuthority wherein a judgment, and order, writ, injunction, stipulation or decree would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be in effect, which restrains or prohibits any material transaction contemplated hereby.rescinded following consummation;
(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 Seller at or prior to the Closing.
(e) The Ancillary Documents shall have been executed and delivered by the Buyer and true and complete copies thereof shall have been delivered to Seller.
(f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment 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 the Seller Parties in a written notice to Buyer.
(g) 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 7.03(a) and Section 7.03(b) have been satisfied.
(h) Seller 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 hereby 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 hereby and thereby.
(i) Seller 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, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.
(j) Buyer shall have delivered to the Seller Parties such other documents a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(e) the Parties shall have received, without any conditions or instruments as limitations to which the Seller Parties have a reasonable objection, all consents, approvals and authorizations of, and shall have made such declarations, filings and registrations with, Persons (including, without limitation, any Governmental Authorities) identified in Sections 4.1(z) and 4.2(g) of the Disclosure Schedule;
(f) all certificates, instruments and other documents required by Article 8 to be delivered by the Buyer to the Seller Parties shall have been so delivered;
(g) the Buyer shall have tendered payment of the Purchase Price in the manner described in Article 2 in exchange for the Shares;
(h) the Ancillary MGA Agreements and the Guaranty Agreement shall have been duly executed and delivered by the parties thereto; and
(i) the Seller Parties shall have received an opinion of Sxxxxxx & Gxxxxxx LLP, counsel to the Buyer, in a form reasonably requests acceptable to the Seller Parties and are reasonably necessary their counsel. The Seller Parties may waive any condition specified in this Section 6.2 if they execute a writing so stating at or prior to consummate the transactions contemplated by this AgreementClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Montpelier Re Holdings LTD)
