Conditions to the Company’s and Seller’s Obligations. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions as of the Closing:
(a) disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, (i) the representations and warranties of Purchasers set forth in Article V (other than the Purchaser Fundamental Warranties) shall be correct and complete as of the Closing as if made at the Closing, except (x) to the extent that the failure of such representations and warranties to be so correct and complete has not materially impaired, and would not reasonably be expected to materially impair, Purchasers' ability to perform under this Agreement or consummate the transactions contemplated by this Agreement or (y) for those representations and warranties that address matters as of a particular date (in which case such representations and warranties shall have been correct and complete as of such particular date, except to the extent the failure of such representations and warranties to have been correct and complete as of such particular date has not, and would not reasonably be expected to, materially impair Purchasers' ability to perform under this Agreement or consummate the transactions contemplated by this Agreement) and (ii) the Purchaser Fundamental Warranties shall be correct and complete as of the Closing as if made at the Closing, except (x) for de minimis failures to be so correct and complete or (y) for those Purchaser Fundamental Warranties that address matters as of a particular date (in which case, such Purchaser Fundamental Warranties shall have been correct and complete as of such particular date, except for de minimis failures to be so correct and complete as of such date);
(b) Purchasers shall have performed in all material respects the covenants and agreements required to be performed by each of them under this Agreement prior to the Closing;
(c) the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated;
(d) no judgment, decree or order of any Governmental Authority shall have been entered that would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and
(e) Purchasers shall have delivered, or caused the delivery of, all the payments, certi...
Conditions to the Company’s and Seller’s Obligations. The obligations of the Company and Sellers to consummate the transactions contemplated hereby on the Closing Date are subject, in the reasonable discretion of Sellers, to the satisfaction or waiver in writing, on or prior to the Closing Date, of each of the following conditions:
Conditions to the Company’s and Seller’s Obligations. The obligation of the Sellers to consummate the transactions contemplated hereby is subject to satisfaction on or prior to the Closing of the following conditions (any of which may be waived by Sellers in writing):
Conditions to the Company’s and Seller’s Obligations. The obligation of the Company and Sellers to consummate the Transactions is subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company in writing) of the following conditions as of the Closing Date:
(a) The representations and warranties of Parent and Buyer contained in Article VII of this Agreement shall be true and correct in all respects as of the Closing Date (except to the extent expressly made only as of an earlier date, in which case only as of such date);
(b) The Parent and Buyer shall have performed and complied with in all material respects each the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;
(c) There shall be no decree or order entered into by any Governmental Entity that would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such transactions to be rescinded; and
(d) The Parent and Buyer shall have delivered to the Company each of the following:
(i) a certificate of an authorized officer of the Parent and Xxxxx in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 10.02(a) and 10.02(b) have been satisfied;
(ii) Key Employee Employment Agreements, conditional on Closing, executed by each of the Key Employees, and which have not been revoked, withdrawn or otherwise terminated as of Closing;
(iii) a copy of the R&W Insurance Policy, including the binder, effective as of the Closing Date, in form and substance reasonably satisfactory to the Company; and
(iv) the Escrow Agreement.
Conditions to the Company’s and Seller’s Obligations. The obligations of the Company and each Seller to consummate the Transactions are subject to the satisfaction (or waiver in writing by the Company and each Seller) of the following conditions at the Closing:
(a) (i) the representations and warranties set forth in ARTICLE V are true and correct as of the Closing Date (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), as though such representations and warranties had been made on and as of the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct only as of such date), except where the failure of such representations and warranties to be true and correct individually or in the aggregate has not, or would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to perform its obligations under this Agreement (including to consummate the Transactions); and (ii) the Fundamental Representations set forth in ARTICLE V are true and correct in all respects (except for any de minimis inaccuracies) as of the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct only as of such date);
(b) Buyer has performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; and
(c) Buyer has delivered or caused to be delivered to Sellers all of the documents, instruments, and agreements to be delivered pursuant to Section 2.02(a) on or before Closing.
Conditions to the Company’s and Seller’s Obligations. The obligation of each of the Company and Seller to consummate the Transaction is subject to the satisfaction (or waiver by Seller or the Company in writing), at or before the Closing, of each of the following conditions:
(a) The representations and warranties set forth in Article IV will be true and correct as of the Closing Date, as though such representations and warranties had been made on and as of the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct only as of such date), except to the extent any failure to be so true and correct would not have a material adverse effect on the financial condition or operating results of Purchaser or on the ability of Purchaser to consummate the Transaction;
(b) Purchaser will have performed in all material respects each of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;
(c) Purchaser will have delivered to the Company and Seller a certificate of Purchaser, in the form of Exhibit 7.03(c) and dated as of the Closing Date, stating that the conditions specified in Section 7.03(a) and Section 7.03(b) have been satisfied; and
(d) Purchaser will have delivered to Seller the Adjustment Escrow Agreement, duly executed by Purchaser.
Conditions to the Company’s and Seller’s Obligations. The obligation of the Company and Sellers to close the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing, upon the non-fulfillment of any of which, this Agreement may, at the Company’s or Sellers’ option, be terminated pursuant to and with the effect set forth in Article X:
5.1.1 The representations and warranties made by Purchaser shall be true, correct and complete as if originally made on and as of the Closing.
5.1.2 No lawsuit, proceeding or investigation shall have been commenced by any Governmental or Regulatory Authority on any grounds to restrain, enjoin or hinder the consummation of the transactions contemplated hereby.
5.1.3 Any applicable waiting period that may have been required by any Governmental or Regulatory Authority to the consummation of the transactions contemplated hereby shall have expired or been terminated.
5.1.4 Purchaser shall have delivered to Sellers all of the documents set forth in Section 6.2.
5.1.5 The transactions contemplated by the Land Purchase Agreements shall be consummated simultaneously with the Closing.
Conditions to the Company’s and Seller’s Obligations. The obligations of the Company and each Seller to consummate the Transactions are subject to the satisfaction (or waiver in writing by the Company and each Seller) of the following conditions at the Closing:
(a) the representations and warranties set forth in ARTICLE V are true and correct as of the Closing Date (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), as though such representations and warranties had been made on and as of the Closing Date (except that representations and warranties that are made as of a specified date need be true and correct only as of such date), except where the failure of such representations and warranties to be true and correct individually or in the aggregate has not, or would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to perform its obligations under this Agreement (including to consummate the Transactions); and
(b) Buyer has performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing.
