Conditions to Obligations of the Undersigned, each Holder and the Company. The obligations of the Undersigned to cause each Holder to deliver the Exchanged Notes and of the Company to deliver the Exchange Consideration are subject to the satisfaction at or prior to the Closing of the following condition precedents: (a) the representations and warranties of the Company and the Undersigned and the Holders contained in Articles III and II, respectively, shall be true and correct as of the date hereof and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing and (b) no provision of any applicable law or any judgment, ruling, order, writ, injunction, award or decree of any governmental authority shall be in effect prohibiting or making illegal the consummation of the transactions contemplated by this Agreement. Article V
Appears in 8 contracts
Samples: Exchange Agreement (Dick's Sporting Goods, Inc.), Exchange Agreement (Dick's Sporting Goods, Inc.), Exchange Agreement (Dick's Sporting Goods, Inc.)
Conditions to Obligations of the Undersigned, each Holder and the Company. The obligations of the Undersigned to cause each Holder to deliver the Exchanged Purchased Notes and of the Company to deliver the Exchange Cash Consideration are subject to the satisfaction at or prior to the Closing of the following condition precedents: precedent that (a) the representations and warranties of the Company Holders and the Undersigned and the Holders Company contained in Articles III II and IIIII, respectively, shall be true and correct as of the date hereof and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing and (b) no provision of any applicable law or any judgment, ruling, order, writ, injunction, award or decree of any governmental authority shall be in effect prohibiting or making illegal the consummation of the transactions contemplated by this Agreement. Article VTransactions.
Appears in 2 contracts
Samples: Purchase Agreement (Marcus Corp), Purchase Agreement (Marcus Corp)