Common use of Conditions to Seller’s Obligation Clause in Contracts

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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Sellers a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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 2 contracts

Samples: Business Sale and Membership Interest Purchase Agreement (Penford Corp), Business Sale and Membership Interest Purchase Agreement (Penford Corp)

AutoNDA by SimpleDocs

Conditions to Seller’s Obligation. The Sellers’ 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) 4 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. foreign 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)consummation; (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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc)

Conditions to Seller’s Obligation. The Seller's obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(b) 4 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" and "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 pre-Closing covenants hereunder in all material respects as of and through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as "material" and "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 as of and through the Closing; (iii) no actionSeller shall have received from Buyer duly-executed counterparts of the agreements with respect to the Purchase Consideration referred to in clauses (i) and (ii) of §2(b) above, suit, or proceeding with such agreements in each case being in form and substance satisfactory to Seller; (iv) there shall not be pending or threatened before in effect 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 change in law, rule or regulation preventing 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);Agreement; and (ivv) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii7(b)(i)-(iv) is satisfied in all respects; (v) the Parties and Target shall have received all authorizations, consentshas been, 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 remains as of the Closing Date; and (viii, satisfied in all respects. Seller may waive any condition specified in this §7(b) all actions by written notice to be taken by Buyer such effect delivered in connection with consummation Seller's sole and absolute discretion at any time prior to or as of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersClosing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Netfran Development Corp), Stock Purchase Agreement (Ariel Way Inc)

Conditions to Seller’s Obligation. The Seller’s 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 §Section 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 the 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 there shall not 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 in effect preventing 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)Agreement; (iv) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §Section 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement (Polarityte, Inc.)

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: (ia) the representations and warranties set forth in §3(b) Section 3.2 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; (iib) 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; (iiic) 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. foreign 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); (ivd) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 7.2(a)-(c) is satisfied in all respects; (ve) the Parties and Target shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(iiSection 3.1(b), §3(b)(iiSection 3.2(b), and §4(cSection 4.1(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; (viif) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit E F attached hereto, addressed to Sellers, and dated as of the Closing Date; and (viiig) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Requisite Sellers. Requisite Sellers may waive any condition specified in this Section 7.2 on behalf of all Sellers if they execute a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Unit Purchase Agreement (Juhl Wind, Inc)

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them him 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" and "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 Alto 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" and "Material Adverse Effect” or “Material Adverse Change," in which case Buyer Alto 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. foreign 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 Alto shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii6(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 Alto in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellersthe Seller. Seller may waive any condition specified in this §6(b) if she executes a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alto Group Holdings Inc.)

Conditions to Seller’s Obligation. The Seller’s obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(b) Section 4 above shall be true and correct in all material respects at and as of date hereof, and shall also be true and correct 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 Dateapplicable 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. foreign 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); (iviii) 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 Seller and Target Purchaser shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), Section 3(c) and §4(cSection 4(d) above; (vi; and Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mdi, Inc.)

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);; and (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. Sellers may waive any condition specified in this §7(b) if they execute a writing so stating at or prior to 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Investors Title Co)

Conditions to Seller’s Obligation. The Seller’s 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: (ia) the The representations and warranties set forth in §3(b) Section 3 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; (iib) 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; (iiic) no action, suit, or proceeding shall be pending or threatened before any No court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. foreign jurisdiction or before any arbitrator wherein shall have issued an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or Agreement; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation; (C) prohibit the Buyer from owning the stock and controlling Seller; or (D) adversely affect the right of Seller to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivd) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 6.2(a)-(c) 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 (viiie) all All actions to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersSeller. Seller may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Brooke Corp)

Conditions to Seller’s Obligation. The Sellers’ 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) (A) the representations and warranties set forth in §Section 3(b)(ii) above shall be true and correct in all respects at and as of the Closing Date, without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty, and (B) the other representations and warranties set forth in Section 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 terms “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 and obligations 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 1 contract

Samples: Purchase Agreement (American Financial Group Inc)

Conditions to Seller’s Obligation. The Seller’s obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any one of which may be waived in whole or part by Seller in its sole discretion by giving written notice to Buyer at or prior to the Closing): (i) 6.2.1. Buyer shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing except where the failure to perform such obligations has not had and would not reasonably be expected to have a Material Adverse Effect; 6.2.2. each of the representations and warranties set forth of Buyer contained in §3(b) above this Agreement shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date, Date as though made on the except Closing Date (without regard to the extent that such representations and warranties are qualified by the term “material,” materiality or contain terms such as “Company 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 ClosingEffect qualifiers contained therein), except to the extent that such covenants are qualified by representations and warranties expressly relate to an earlier date, in which case as of such earlier date, and in each case except where the term “material,” failure of the representations and warranties to be true and correct individually or contain terms such as “in the aggregate, has not had and would not reasonably be expected to have a 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) 6.2.3. 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 Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge Order would (A) prevent consummation of any of the transactions contemplated by this Agreement 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)consummation; (iv) Buyer shall have delivered to Sellers 6.2.4. a certificate to the effect that each written termination 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 connection with consummation review or clearance of the transactions contemplated hereby and all certificateshereunder shall have been obtained from CFIUS, opinionswithout any condition requiring a divestiture by, instrumentsor other material restriction or material adverse effect on the business operations of, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Secure Computing Corp)

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) the The representations and warranties set forth in §3(b) Section 3.2 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; (iib) 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; (iiic) no 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. foreign 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); (ivd) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 7.2(a)-(c) is satisfied in all respects; (ve) 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 All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersSeller. Seller may waive any condition specified in this Section 7.2 if he executes a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (US Parts Online Inc)

Conditions to Seller’s Obligation. The obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in §3(b) Section 3.2 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; (iib) 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; (iiic) no action, suit, suit or proceeding shall be pending or threatened in writing before any court or quasi-judicial or administrative agency of any federal, state, local, local or non-U.S. foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); (ivd) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 7.2(a)-(c) is satisfied in all respects; (ve) 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 Buyer shall have entered into side agreements an escrow agreement with Sellers, Company and Escrow Agent in the form and substance as set forth in Exhibits B-1 through B-5 Exhibit A attached hereto hereto, and Buyer shall have entered into a Non-Competition and Non-Solicitation Agreement with Sellers in the same form set forth in Exhibit D attached hereto, and such agreements shall be in full force and effecteffect as of the Closing; (viif) Sellers Buyer shall have received from counsel executed and delivered to Buyer an opinion Sellers a Supply Agreement in the form and substance as set forth in Exhibit E attached heretohereto pursuant to which ITR USA, addressed Inc. will supply tires bearing the “Capitol” and “Negotiator” marks to SellersBuyer and its Affiliates subsequent to the Closing; and (g) Buyer shall have delivered to Sellers a certificate of the corporate secretary of Buyer, and dated as of the Closing Date; and (viii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to Sellers, as to any resolutions of the boards of directors or other authorizing body (or a duly authorized committee thereof) of Buyer authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated hereby. Sellers may waive any condition specified in this Section 7.2 if they execute a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)

Conditions to Seller’s Obligation. The Seller's obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(b) 4 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" and "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 pre-Closing covenants hereunder in all material respects as of and through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as "material" and "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 as of and through the Closing; (iii) no actionSeller shall have received from Buyer duly-executed counterparts of the agreements with respect to the Purchase Consideration referred to in clauses (i) and (ii) of §2(b) above, suit, or proceeding with such agreements in each case being in form and substance satisfactory to Seller; (iv) there shall not be pending or threatened before in effect 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 change in law, rule or regulation preventing 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);Agreement; and (ivv) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii7(b)(i)-(iv) is satisfied in all respects; (v) the Parties and Target shall have received all authorizations, consentshas been, 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 remains as of the Closing Date; and (viii, satisfied in all respects. Seller may waive any condition specified in this §7(b) all actions by written notice to be taken by Buyer such effect delivered in connection with consummation Seller's sole and absolute discretion at any time prior to or as of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersClosing. §8.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ariel Way Inc)

Conditions to Seller’s Obligation. The Seller’s 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 terms “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 threatened or 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 Seller 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 Parties, AHS, and Target its Subsidiaries 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersSeller. Seller may waive any condition specified in this §7(b) if it executes a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Access Plans USA, Inc.)

Conditions to Seller’s Obligation. The Seller’s obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(b) 4 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 there shall not 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 in effect preventing 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)Agreement; (iv) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii6(b)(i)-(iii) is satisfied in all respects; (v) the Parties Seller, its Subsidiaries, and Target Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), 3(c) 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 (viiivi) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Time America Inc)

AutoNDA by SimpleDocs

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(b) 4 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. foreign 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 Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii6(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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Authentidate Holding Corp)

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §Section 3(b) above shall be true and correct in all material respects at and as of the Closing Datedate of this Agreement and at and as of the Closing, 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 Datedate of this Agreement and at and as of the Closing; (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. foreign 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 Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, rulingru1ing, or charge shall be in effect); (iv) Buyer shall have delivered to Sellers the Escrow Agent or Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 7(b)(i)-(1ii) is satisfied in all respects; (v) Seller and the Parties and Target Company shall have received procured all authorizations, consents, and approvals of governments and governmental agencies referred to the third-party consents specified in §3(a)(ii), §3(b)(ii), and §4(cSection 5(b) above; (vi) the relevant parties Buyer shall have entered into side agreements in form and substance as set forth in Exhibits B-1 through B-5 attached hereto and delivered to the same shall be in full force and effectEscrow Agent or Seller a certificate of good standing (or its equivalent) of Buyer issued no earlier than 10 days before the Closing Date by the Secretary of State of Nevada; (vii) Sellers Buyer shall have received from counsel delivered to Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Sellers, and dated as of the Escrow Agent or Seller the Closing DateCash Payment; (viii) Xxxxx shall have executed and delivered the Escrow Agent or Seller the Promissory Note; (ix) Buyer shall have executed and delivered to the Escrow Agent or Seller the Share Pledge Agreement; (x) Buyer shall have executed and delivered to Escrow Agent or Seller the Shareholders' Agreement; and (viiixi) all actions to be taken betaken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersSeller. Seller may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (iQSTEL Inc)

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(b) Section 4 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 Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 6(b)(i)–(ii) 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 (viiiiv) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form compliance with the terms and substance conditions of this Agreement. Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to Sellersthe Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (LOCAL Corp)

Conditions to Seller’s Obligation. The obligation of Sellers Seller and Sindu to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the Buyer not having received any correspondence from any relevant securities regulator or the OTC QB that such issuance of the Buyer Shares is not permitted. (ii) the representations and warranties set forth in §3(b) Section 4 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; (iiiii) 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; (iiiiv) no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before (or that could come 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 Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Seller, or (D) adversely affect the right of any of the former Subsidiaries of Seller to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (ivv) Buyer shall have delivered to Sellers Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iiiSection 6(b)(i)-(vi) is satisfied in all respects; (vvi) this Agreement and the Parties and Target Merger 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 effectRequisite Seller Stockholder Approval; (vii) Sellers the Acquisition, (including the Share Exchange Agreement) shall have received from counsel to Buyer an opinion in form and substance the Requisite Sindu Approvals, as set forth in Exhibit E attached hereto, addressed to Sellers, and dated as of the Closing Date; applicable and (viii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersSeller. Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Merger Agreement (Pivot Pharmaceuticals Inc.)

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them it 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 time of the Closing, as if made on the Closing DateDate and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, the except (A) to the extent that the failure of such representations and warranties are qualified by the term “material,” or contain terms such as “to be true and correct has not caused a Material Adverse Effect” or “Material Adverse Change,” , (B) for changes contemplated by this Agreement, and (C) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties (shall have been true and correct as so writtenof such particular date, including except to the term extent that the failure of such representations and warranties to have been true and correct as of such particular date has not caused a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or “Material”) similar phrases contained in such representations and warranties shall be true and correct in all respects at and as of the Closing Datedisregarded; (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. foreign 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 Seller 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 Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to SellersSeller, and dated as of the Closing Date; (vi) the Parties, Target and InnoWare Plastic shall have received all authorizations, consents and approvals of governments and governmental agencies referred to in §3(a)(iii), §3(b)(ii) and §4(c) above; and (viiivii) all actions each of Buyer, Target and InnoWare Plastic, as applicable, shall have entered into the Trademark License Agreement in the form of Exhibit C-2 and the Transition Services Agreement in the form of Exhibit C-3. Seller may waive any condition specified in this §7(b) if it executes a writing so stating at or prior to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to SellersClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solo Cup CO)

Conditions to Seller’s Obligation. The Sellers' 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(bSECTION 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 45 "material" and "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" and "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. foreign 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Von Hoffmann Holdings Inc)

Conditions to Seller’s Obligation. The obligation of Sellers Seller to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in §3(bSection 2(b) above shall be true and correct in all material respects at and as of the Closing DateDate (or if made as of a specified date, the only as of such date), 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 and without giving effect to any materiality qualification related thereto, except as would not have, individually or in the term “material” or “Material”aggregate, a Material Adverse Effect) shall be true and correct in all respects at and as of the Closing DateDate (or if made as of a specified date, only as of such date); (ii) Buyer shall have performed and complied with all of its their 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” and without giving effect to any materiality qualification related thereto, including except as would not have, individually or in the term “material” or “Material”aggregate, a Material Adverse Effect) 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 connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Celestica Inc)

Conditions to Seller’s Obligation. The Seller’s 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) and §4A(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 terms “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 executed and 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 Buyer shall have entered into side agreements in form the Sellers’ Non-Competition Agreement, and substance as set forth in Exhibits B-1 through B-5 attached hereto and the same such agreement shall be in full force and effecteffect as of the Closing; (viivi) Sellers Buyer shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Sellersentered into the Executive’s Employment Agreement, and dated such agreement shall be in full force and effect as of the Closing DateClosing; and (viiivii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers. Sellers may waive any condition specified in this §7(b) if Sellers executes a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Leafbuyer Technologies, Inc.)

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 §Section 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 terms “material,” or “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 Purchaser 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 Purchaser 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 pending, or threatened to the Knowledge of the Purchaser, threatened, before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. foreign 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 Purchaser shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in §Section 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Parties Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and Target the Parties, Company, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in §Section 3(a)(ii), §Section 3(b)(ii), and §Section 4(c) above; (vi) the relevant parties shall have entered into side agreements executed the amendment relating to the waiver of prepayment penalties in form and substance as set forth in Exhibits B-1 through B-5 attached hereto Exhibit C and the same shall be in full force and effect; (vii) Sellers shall have received from counsel to Buyer Purchaser 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 Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers. Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Group Simec Sa De Cv)

Conditions to Seller’s Obligation. The obligation of Sellers Seller 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 is subject to the satisfaction of the following conditions (unless Seller expressly waives any such conditions): (a) Buyer and Seller shall have received or obtained all governmental and regulatory consents and approvals which are required ( including, without limitation, pursuant to the Mergers Act) to consummate the sale and purchase of the Shares, and to enable Buyer to own the Shares. (Bb) cause any Seller and/or (as applicable) Seller's Affiliate shall, with effect on or prior to Closing, have been absolutely released (or agreed to be so absolutely released) by the IDA from and in respect ox xll liabilities and obligations (whether actual or contingent) of Seller and/or (as applicable) Seller's Affiliate arising, or as may arise, under or pursuant to each of the IDA Grant Agreements. (c) No injunction restraining or prohibiting the transactions contemplated hereby shall have been issued by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, a court or charge shall be in effect);governmental authority. (ivd) Buyer shall have delivered to Sellers a certificate Seller the funds required to the effect that each of the conditions specified above in §7(b)(i)-(iiibe delivered to it pursuant to Sections 4.02 (a) is satisfied in all respects;and (b). (ve) the Parties Buyer (and Target shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(iiits Affiliates where required), and §4(c) above;its officers and counsel shall have executed and delivered the items described in Section 4.02 of this Agreement. (vif) The closing of the relevant parties Other Purchase and Sale Agreements 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 occurred or 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 occur simultaneously with Closing Date; and (viii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellershereunder.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Zomax Optical Media Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!