Conditions to Purchaser’s and Merger Sub’s Obligations Sample Clauses

Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Sub to consummate the Transactions is subject to the fulfillment of the following conditions on or prior to the Closing Date: (i) The Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and as of the Closing Date as though made on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified), or (B) where the failure of such representation or warranty to be true and correct has not had and would not be reasonably expected to have a Material Adverse Effect; (b) All covenants and agreements of the Company to be performed hereunder through and including the Closing Date (including all covenants and that the Company would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all material respects; (c) Since the date of this Agreement, there has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect; (d) The Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied; (e) The Company shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(b); and (f) All Restrictive Covenant Agreements shall be in full...
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Conditions to Purchaser’s and Merger Sub’s Obligations. The obligations of the Purchaser and Merger Sub to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following additional conditions:
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Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions on or before the Closing Date: (a) (i) the Company Fundamental Representations shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except, in each case, for those representations and warranties that address matters only as of a specified date, which shall have been true and correct in all respects as of such specified date) and (ii) without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers or exceptions, all other representations and warranties of the Company contained in this Agreement shall have been true and correct as of the date hereof and shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such dates (except, in each case, for those representations and warranties that address matters only as of a specified date, which shall have been true and correct in all respects as of such specified date) except in the case of subclause (ii) where the failure of such representations and warranties to be true and correct would not constitute a Material Adverse Effect; (b) the Company shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing Date; (c) since the date of this Agreement, there shall not have occurred any Material Adverse Effect; (d) any applicable waiting period under the HSR Act (and any extensions thereof) relating to the transactions contemplated by this Agreement shall have expired or been terminated; (e) no Law or Order shall have been enacted or entered into after the date hereof that would prevent the consummation of the Merger, nor shall any Law or Order be promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Authority which directly or indirectly prohibits or makes illegal the consummation of the Merger; (f) holders of no more than 5% of the outstanding shares of Company Stock shall be holders of Dissenting Stock; (g) the Stockholders Consent shall have been executed by holders of 100% of the outstanding shares of Preferred Stock and holders of at least 90% of the outstanding shares of Common Stock; (h) ...
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Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Merger Sub to close the transactions contemplated hereby is subject to the fulfillment (or waiver by Purchaser) of all of the following conditions on or prior to the Closing Date: (a) the representations and warranties of the Company contained in this Agreement (other than the Fundamental Representations of the Company) (read without regard to any materiality qualifiers) shall be true and correct in all respects as of the date hereof and as of Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are expressly made as of an earlier date which need only be true in all respects, as of such earlier date), except where the failure of such representations and warranties to be true and correct, in all respects, in the aggregate, would not result in a Material Adverse Effect and (ii) the Fundamental Representations of the Company contained in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, provided, however, that with respect to Section 4.8 (Taxes) as a Fundamental Representation of the Company, such Section 4.8 (Taxes) Fundamental Representation shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date; (b) the Company shall have performed in all material respects all covenants and agreements of the Company required to be performed by the Company under this agreement at or prior to the Closing Date except where the failure to perform such covenants or agreements would not have a Material Adverse Effect; (c) No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and no Law shall have been enacted since the date of this Agreement that makes consummation of the Merger illegal; (d) This Agreement shall have been duly adopted by the Requisite Stockholder Vote; (e) Holders of no more than 10% of the outstanding shares of Stock as of the record date for the Written Consent, in the aggregate, shall have exercised or be entitled to exercise statutory appraisal rights pursuant to Section 262 of the DGCL with respect to such shares of Stock. (f) Purchaser shall have received the components of the Estimated Aggregate Closing Merger Consideration an...
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Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Purchaser in writing) of the following conditions at or prior to the Closing: (a) (i) the representations and warranties set forth in Article 3 and Article 5 (other than the Fundamental Representations, the representations and warranties set forth in clause (ii) in the first sentence of Section 3.09 and those representations and warranties that address matters as of particular dates as set forth in the following clause (ii)) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of the Closing Date as though then made, and (ii) the representations and warranties set forth in Article 3 and Article 5 that address matters as of particular dates (other than the Fundamental Representations and the representations and warranties set forth in clause (ii) in the first sentence of Section 3.09) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of such dates, except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct has not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) (i) (A) each of the Fundamental Representations (other than the representations and warranties in Section 3.03, Section 3.04 and Section 5.03) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) in all material respects and (B) the representations and warranties in Section 3.03, Section 3.04, clause (ii) in the first sentence of Section 3.09 and Section 5.03 shall be true and correct in all respects, in each case of the foregoing (A) and (B), as of the Closing Date as though then made (other than such representations and warranties that address matters as of particular dates, which shall be so true and correct as of such dates); (c) the Company and the Executory Sellers shall have performed or complied with in all material respects all the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing; (d) the applicable waiting period under the HSR Act shall have expired or been terminated; (e) (i) no...
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Related to Conditions to Purchaser’s and Merger Sub’s Obligations

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to Purchaser’s Obligations The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Buyer’s Obligations The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:

  • Conditions to the Buyer’s Obligations The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to the Seller’s Obligations At the Closing, the Buyer shall deliver: (i) certified copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (ii) a certificate of an authorized officer of the Buyer in the form set forth in Exhibit E, dated as of the Closing, stating that: (i) all of the representations and warranties set forth in Article VI that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Buyer’s knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (iii) the Estimated Purchase Price as contemplated in Section 1.02 above; and (iv) such other documents reasonably requested by the Representative for the consummation of the transactions contemplated hereby.

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