Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date:
(i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;
(ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied;
(iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;
(v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement;
(vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and
(vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the...
Conditions to Seller’s Obligation. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in §3(b) above shall be true and correct in all material respects at and as of the Closing Date, the except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date;
(ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all respects;
(v) the Parties and Target shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), and §4(c) above;
(vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B-1 through B-5 attached hereto and the same shall be in full force and effect;
(vii) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Sellers, and dated as of the Closing Date; and
(viii) all actions to be taken by Buyer in con...
Conditions to Seller’s Obligation. The Sellers’ obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by the Main Sellers), at or prior to the Closing, of each of the following conditions:
Conditions to Seller’s Obligation. The obligation of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:
Conditions to Seller’s Obligation. In addition to satisfaction of the mutual conditions contained in Section 10.1, the obligation of Seller to consummate this Agreement is subject to satisfaction of each of the following conditions:
Conditions to Seller’s Obligation. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver of the following conditions as of the Closing Date:
Conditions to Seller’s Obligation. The obligation of the Seller to effect the Closing hereunder is subject to the satisfaction (or waiver by the Seller) of all of the conditions set forth in Section 14.02 of the Master Purchase Agreement (subject to the introductory paragraph of Article XIV of the Master Purchase Agreement).
Conditions to Seller’s Obligation. In addition to the other requirements set forth herein, the obligation of Seller to sell the Membership Interest to Buyer shall be subject to the satisfaction and fulfillment, at or before the Closing, of each of the following conditions precedent:
Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions to be performed by them in connection with the Closing are subject to satisfaction of the following conditions:
(a) Buyer shall have performed and complied in all material respects with all agreements, obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, Buyer’s obligation to deliver the Purchase Price pursuant to Section 2.2 of this Agreement;
(b) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any action, suit or proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Agreement;
(c) The Parties and each of the Companies shall have received all other material authorizations, consents, and approvals of governments and governmental agencies as may be required by Applicable Laws;
(d) The Companies shall have executed and delivered the New Notes;
(e) The Companies shall deliver to Seller the originals of the Existing Notes marked “paid in full;”
(f) The Companies shall have executed and delivered the letter agreement of release referenced in Section 2.2(d);
(g) The Companies shall have executed and delivered the Staff Leasing Agreement; and
(h) The Companies shall have executed and delivered the Management Services Agreement. Seller may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior to the Closing.
Conditions to Seller’s Obligation. In addition to any other conditions set forth in this Agreement, Seller’s obligation to consummate the Closing is subject to the timely satisfaction of each of the conditions and requirements set forth in this Section 5.2, all of which shall be conditions precedent to Seller’s obligations under this Agreement.
