Conditions to the Buyer’s Obligation to Close. The obligations of the Buyer to consummate the Acquisition and to take the other actions required by this Agreement at the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver on or prior to the Closing Date of the following conditions:
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by the Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
(a) Each of the representations and warranties of the Seller contained in Article IV and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement.
(b) The Seller, the Seller Representative and the Seller Stockholders have performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by any Seller Stockholder, the Seller Representative or the Seller under this Agreement at or prior to the Closing Date, and the Seller has delivered all items required to be delivered at the Closing pursuant to Section 3.2(a).
(c) Since the date of this Agreement, there has not occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Material Adverse Effect.
(i) All conditions to the obligations of the Lenexa Buyer Sub under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordanc...
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to complete the transactions provided for herein shall be subject to the performance by DRI of all agreements to be performed hereunder on or before the Closing, and to the further conditions that:
(a) The representations and warranties of DRI contained in Article III and the covenants of DRI contained in Article V hereof are true and correct and have been performed or satisfied in all material respects as of the Closing with the same effect as if made or performed on and as of such date and DRI shall so certify to the Buyer.
(b) There shall have been no material adverse change in the operating results, financial condition, properties or business prospects of DRI since March 31, 2005.
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to complete the transactions provided for herein shall be subject to the performance by DRI of all agreements to be performed hereunder on or before the Closing, and to the further conditions that the representations and warranties of DRI contained in Article III and the covenants of DRI contained in Article V hereof are true and correct and have been performed or satisfied in all material respects as of the Closing with the same effect as if made or performed on and as of such date and DRI shall so certify to the Buyer.
Conditions to the Buyer’s Obligation to Close. The obligation of the Buyers to purchase the Acquired Purchase Contracts from Seller pursuant hereto is subject to the satisfaction (unless waived in writing by the Buyers) of each of the following conditions at and as of the Closing:
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Interests at a Closing is subject to the fulfillment on or before the Closing of each of the following conditions unless waived in writing by the Buyer:
Conditions to the Buyer’s Obligation to Close. The obligation of the Buyer to consummate the Transaction is subject to the satisfaction or waiver by the Buyer (any such waiver to be evidenced in writing), at or prior to the Closing, of the following conditions:
(i) the representations and warranties of the Sellers contained in Section 5 of this Agreement (subject to any qualifications stated therein), will be true and correct in all material respects as of the Closing Date;
(ii) Sellers shall have performed in all material respects each of Sellers’ obligations under this Agreement required to be performed by them at or prior to the Closing pursuant to the terms hereof, including but not limited to delivery of each document and item, and taking of such actions, listed in Section 3(d)(i) of this Agreement;
(iii) there having been no event or circumstance, which has or will likely have, a material adverse effect on Prism, Provident or the Transaction;
(iv) the results of Buyer’s due diligence review of the assets and liabilities of Prism and Provident being to its reasonable satisfaction, and
(v) all actions to be taken by the Sellers 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 the Buyer.
Conditions to the Buyer’s Obligation to Close. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing are subject to satisfaction of the following conditions, any of which may be waived in writing by the Buyer:
(a) Delivery of the independent contractor agreement between the Buyer and Bxxxx Xxxxx in the form attached hereto as Exhibit A, duly executed by Bxxxx Xxxxx;
(b) Certified copies of the resolutions of the board of directors and the stockholders of the Seller authorizing and approving this Agreement and all other transactions and agreements contemplated hereby;
(c) A bxxx of sale transferring the Purchased Assets to the Buyer, free and clear of any and all liens, equities, claims, prior assignments, mortgages, charges, security interests, pledges, restrictions or encumbrances whatsoever (the “Liens”);
(d) Amendment of the Seller’s certificate of incorporation pursuant to Section 2.4 hereof, contemporaneously with the Closing;
(e) Certificate of Good Standing of the Seller from the Secretary of State of the state of Delaware; and
(f) Such other bills of sale, endorsements, assignments, affidavits, and other good and sufficient instruments of sale, assignment, conveyance and transfer, in form and substance reasonably satisfactory to the Buyer and its counsel, as the parties determine, prior to Closing, are required to effectively vest in the Buyer all of the Seller’s right, title and interest in and to all of the Purchased Assets, free and clear of any and all Liens.
Conditions to the Buyer’s Obligation to Close. The obligations of the Buyers to consummate the Transaction shall be subject to the satisfaction, on or prior to the date falling six (6) months from the Effective Date or such other date as shall be agreed to by the Parties hereto (the “Drop Dead Date”) and provided such conditions continue to be satisfied on the Closing Date, of each of the following conditions, any of which may be waived by INTAGE in writing:
Conditions to the Buyer’s Obligation to Close. All of the following conditions must have been satisfied before the Buyer is obligated to close the transaction that this Agreement contemplates. The Buyer may waive the failure to satisfy any one or more of the conditions.
