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contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (e) Purchasers shall have delivered, or caused the delivery of, all the payments, certificates, instruments, agreements and other documents required to be delivered to Seller pursuant to Section 1.03(c) and Section 1.03(d) of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utz Brands, Inc.), Stock Purchase Agreement (Utz Brands, Inc.)
Conditions to the Company’s and Seller’s Obligations. The obligations obligation of the Company and Seller to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction or waiver of the following conditions as of at or prior to the Closing:
(a) disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, (i) Each of the representations and warranties of Purchasers Buyer set forth in Article V (other than the Purchaser Fundamental Warranties) IV shall be true and correct in all material respects as of the date of this Agreement and complete as of the Closing Date as if made at on and as of the Closing, except Closing Date (x) to the extent that the failure of other than 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 are made specifically as of a particular date (in an earlier date, which case such representations and warranties shall have been true and correct and complete in all material respects 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 earlier date);
(b) Purchasers Xxxxx shall have performed in all material respects all the covenants and agreements required to be performed by each of them under this Agreement it hereunder prior to the Closing;
(c) the All applicable waiting periods, if any, periods under the HSR Act shall have expired or been otherwise terminated;
(d) no judgment, decree Seller shall have received the Requisite Stockholder Approval at the Seller Stockholder Meeting;
(e) No Action shall have been taken or order of overtly threatened by any Governmental Authority shall have been entered that of competent jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge would reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, Contemplated Transactions or declare the Contemplated Transactions unlawful or (ii) cause the transactions contemplated by this Agreement or cause such transactions Contemplated Transactions to be rescindedrescinded following consummation; and no such injunction, judgment, order, decree or ruling shall be in effect;
(f) The Escrow Agent and Buyer shall have duly executed the Escrow Agreement, and such agreement shall be in full force and effect and a copy thereof shall have been delivered to Seller;
(g) Buyer shall have duly executed the Transition Services Agreement in the form attached hereto as Exhibit B, and such agreement shall be in full force and effect and a copy thereof shall have been delivered to Seller; and
(eh) Purchasers At the Closing, Buyer shall have delivered, or caused the delivery of, all the payments, certificates, instruments, agreements and other documents required to be delivered to Seller pursuant to Seller: (i) a certificate dated the date of the Closing and signed by an authorized officer of Buyer, stating that the conditions specified in Section 1.03(c7.2(a) and Section 1.03(d7.2(b) above have been satisfied; and (ii) certified copies of the resolutions of Buyer’s board of managers authorizing the execution, delivery and performance of this AgreementAgreement and the other Transaction Agreements to which Buyer is a party and the consummation of the Contemplated Transactions. Any condition specified in this Section 7.2 may be waived if such waiver is set forth in a writing duly executed and delivered to Buyer by Xxxxxx.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (UpHealth, Inc.), Transaction Support Agreement (UpHealth, Inc.)
Conditions to the Company’s and Seller’s Obligations. The obligations obligation of the Company and Seller Sellers to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following conditions as of the ClosingClosing Date:
(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 The Buyer Parties Fundamental Warranties) Representations shall be true and correct in all material respects as of the date hereof and complete at and as of the Closing Date as if though made at and as of the Closing, Closing Date and (ii) all other representations and warranties contained in Article V of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except (x) to the extent that expressly made only as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct and complete (without giving effect to any limitation to “materiality” or “Parent Material Adverse Effect” set forth therein) has not materially impairedhad, and would not reasonably be expected to materially impairhave, 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)Parent Material Adverse Effect;
(b) Purchasers b. The Parent and the Buyer shall have performed and complied with in all material respects each the covenants and agreements required to be performed by each of them under this Agreement at or prior to the Closing;
(c) the applicable c. The receipt of Investment Canada Act Approval;
d. The waiting periods, if any, period under the HSR Act applicable to the Transactions, and extension thereof, shall have expired or been terminated;
(d) e. There shall be no judgment, decree or order of entered into by any Governmental Authority shall have been entered Entity that would prevent the performance of this Agreement or the consummation of any of the transactions contemplated herebyTransactions, declare unlawful the transactions contemplated by this Agreement Transactions or cause such transactions to be rescinded; and
(e) Purchasers f. The Parent shall have delivereddelivered to the Company each of the following:
i. the Escrow Agreement, or caused duly executed by the Buyer Parties;
ii. the Plan (as defined in the Escrow and Management Incentive Agreement), duly adopted by the Buyer, and the delivery of, all of award agreements to the payments, certificates, instruments, agreements and other documents required to be delivered to Seller Key Employees pursuant to Section 1.03(cthe Plan; and
iii. a certificate of an authorized officer of the Parent and the Buyer in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 8.02(a) and Section 1.03(d8.02(b) of this Agreementhave been satisfied.
Appears in 1 contract
Conditions to the Company’s and Seller’s Obligations. The obligations of the Company and the Seller to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or waiver of the following conditions as of immediately prior to 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 (VI of this Agreement other than the Purchaser Fundamental WarrantiesRepresentations and Section 6.07(e)(ii) (without giving effect to any limitations as to “materiality” or “Purchaser Material Adverse Effect” set forth therein) shall be true and correct and complete as of the Closing as if though made at as of such time (except to the Closingextent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct has not had a Purchaser Material Adverse Effect, (xii) each of the Purchaser Fundamental Representations shall be true and correct in all respects as of the Closing (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct and complete has not materially impairedwould not, and would not individually or in the aggregate, be 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 (result in which case such representations and warranties shall have been correct and complete as of such particular date, except more than de minimis damages 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) Seller and (iiiii) the Purchaser Fundamental Warranties Section 6.07(e)(ii) shall be true and correct and complete in all respects 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 the Purchaser Parties shall have performed in all material respects all 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 Purchaser Parties shall have expired delivered to the Seller a certificate signed by an officer of the Purchaser or DKL, as applicable, dated as of the Closing Date, certifying that the conditions specified in Sections 3.02(a) and 3.02(b) have been terminatedsatisfied;
(d) no judgment, decree or order of any Governmental Authority the Purchaser Parties shall have been entered that would prevent the performance of this Agreement delivered, or the consummation of any of the transactions contemplated herebybe ready, declare unlawful the transactions contemplated by this Agreement or cause such transactions willing and able to deliver, all agreements instruments and documents required to be rescindeddelivered by the Purchaser Parties, pursuant to Section 2.03; and
(e) Purchasers the DKL Common Units to be issued as Closing Unit Consideration shall have deliveredbeen approved for listing on the NYSE, or caused subject to official notice of issuance (the delivery of, all the payments, certificates, instruments, agreements and other documents required to be delivered to Seller pursuant to Section 1.03(c) and Section 1.03(d) of this Agreement“NYSE Listing Approval”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Delek US Holdings, Inc.)
Conditions to the Company’s and Seller’s Obligations. The obligations obligation of the Company and Seller Sellers to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or waiver of the following conditions as of at or prior to the Closing:
(ai) disregarding all qualifications contained therein relating The representations and warranties in Article VII hereof that are subject to materiality or Material Adverse Effect, (i) qualifications shall be true and correct in all respects at and as of the Closing Date and the representations and warranties of Purchasers set forth made in Article V (other than the Purchaser Fundamental Warranties) VII hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and complete as of the Closing Date, in each case as if though then made at and as though the Closing, except (x) to Closing Date was substituted for the extent that the failure date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by Holdings or Buyer to be so correct and complete has not materially impairedthe Company or Sellers pursuant to Section 4.7 below), 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 other than those representations and warranties that address matters as of a particular date (dates which shall be true and correct or true and correct in which all material respects, as the case such representations may be, at and warranties shall have been correct and complete as of such particular datedates, 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 Holdings 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 Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by each of them under this Agreement Holdings or Buyer hereunder, as appropriate, prior to the Closing; provided that, the conditions set forth in subsection (i) above shall be deemed satisfied for purposes of this Section 3.2(a) unless the effect of any applicable breaches of representations and warranties individually or in the aggregate has had, or would reasonably be expected to have, a material and adverse effect or development upon the ability of Buyer or Holdings to consummate the transactions contemplated hereby (a "Buyer MAE");
(cb) the All applicable waiting periods, if any, periods under the HSR Act shall have expired or been otherwise terminated, and, except as set forth on the Post-Closing Consents Schedule and the Post- Closing Governmental Approvals Schedule attached hereto, Sellers and the Company shall have received all Third-Party Approvals and all Governmental Approvals, except where failure to obtain any such Third-Party Approvals or Governmental Approvals would not have a Material Adverse Effect and would not constitute a material violation of any applicable law, and all other Third-Party Approvals and Governmental Approvals identified as a "Seller Requirement" on the Restrictions Schedule;
(dc) no judgmentNo suit, decree action or order of other proceeding shall be pending or threatened before any Governmental Authority shall have been entered that would court or governmental or regulatory official, body or authority or any arbitrator (i) seeking to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, declare unlawful or (ii) wherein an unfavorable injunction, judgment, order, decree, ruling or charge would reasonably be expected to cause any of the transactions contemplated by this Agreement or cause such transactions to be rescinded; andrescinded following consummation, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect;
(d) Each of the parties to the Stockholders Agreement other than the Sellers shall have executed and delivered the Stockholders Agreement, and the Stockholders Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified;
(e) Purchasers Each of the parties to the Registration Agreement other than the Sellers shall have deliveredexecuted and delivered the Registration Agreement, and the Registration Agreement shall be in full force and effect as of the Closing and shall not have been amended or caused modified;
(f) Each of Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified;
(g) Holdings shall have delivered to Sellers' Representative a copy of the Certificate of Incorporation of Holdings in the form of Exhibit E, certified by the Secretary of State of the State of Delaware;
(h) Holdings shall have duly authorized the Amended and Restated Bylaws of Holdings, in the form of Exhibit J attached hereto;
(i) Holdings shall have duly authorized the 2004 Stock Option Plan of Holdings, in the form of Exhibit K attached hereto;
(j) At or prior to the Closing, Buyer shall have delivered to Sellers (i) a certificate signed by Buyer, dated the date of the Closing, stating that the conditions specified in subsections (a), (b) with respect to the expiration or termination of all applicable waiting periods under the HSR Act, (c), (g), (h) and (i) above have been satisfied (provided that such certificate may be qualified by any disclosures made by Buyer or Holdings to Sellers pursuant to Section 4.7 below with respect to subsection (a) above), (ii) certified copies of the resolutions of the Buyer's and Holding's board of directors, as applicable, authorizing (A) the execution, delivery ofand performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and (B) the issuance and delivery of the Holdings Securities as contemplated hereby, and that all such resolutions are in full force and effect; (iii) good standing certificates for each of Buyer and Holdings from their respective jurisdictions of incorporation or formation, in each case dated as of a recent date prior to the payments, certificates, instruments, agreements Closing Date; and (iv) such other documents or instruments as are required to be delivered to Seller by Buyer or Holdings at the Closing pursuant to the terms hereof or that Sellers reasonably request prior to the Closing Date to effect the transactions contemplated hereby. Any condition specified in this Section 1.03(c) and Section 1.03(d) of this Agreement3.2 may be waived by the Seller's Representative if such waiver is set forth in a writing duly executed by Sellers' Representative.
Appears in 1 contract
Samples: Purchase and Exchange Agreement (HealthSpring, Inc.)
Conditions to the Company’s and Seller’s Obligations. The obligations obligation of the Company and Seller to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or waiver of the following conditions as of at or prior to the Closing:
(a) disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, (i) Each of the representations and warranties of Purchasers set forth made in Article V VI hereof (other than which shall, for purposes of this Section 3.2(a), be read without any qualification contained therein as to materiality, including the Purchaser Fundamental Warrantieswords “material” or “Material Adverse Effect”) shall be true and correct at and complete as of the Closing (other than such representations that are made as if made at the Closingof a specified date, which shall be true and correct as of such date), except (x) to the extent that the failure where failures of such representations and warranties to be so true and 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, individually or in the aggregate, materially impair Purchasers' Buyer’s ability to effect the Closing when required hereunder or to perform its obligations under this Agreement or consummate the transactions contemplated other agreements contemplated; provided, however, that the representations and warranties of Buyer contained in Sections 6.1 and 6.2 that (i) are qualified by this Agreementmateriality (including the words material and Material Adverse Effect) shall not be read without any qualification contained therein as to materiality, including the words “material” or “Material Adverse Effect” and shall be true and correct in all respects at and as of the Closing, (other than such representations that are made as of a specified date, which shall be true and correct in all respects at and as of such date) and (ii) the Purchaser Fundamental Warranties are not so qualified shall be true and correct in all material respects at 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 other than such representations that address matters are made as of a particular date (in which case, such Purchaser Fundamental Warranties shall have been correct and complete as of such particular specified date, except for de minimis failures to which shall be so true and correct in all material respects at and complete as of such date);
(b) Purchasers Buyer shall have performed in all material respects all the covenants and agreements required to be performed by each of them under this Agreement it hereunder prior to the Closing;
(c) the applicable waiting periods, if any, under the HSR Act The Governmental Approvals shall have expired or been terminatedobtained;
(di) no No suit, action, investigation or other proceeding shall be pending by or before any Governmental Entity of competent jurisdiction wherein an unfavorable injunction, judgment, order, decree or order of any Governmental Authority shall have been entered that ruling would reasonably be expected to (A) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, declare unlawful or (B) cause any of the transactions contemplated by this Agreement or cause such transactions to be rescindedrescinded following consummation, and (ii) no order of any court of competent jurisdiction shall be in effect restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, provided that prior to asserting the failure of condition (ii) Seller and the Company shall not be entitled to rely on the failure of this condition to be satisfied if such order was instituted by Seller, the Company or an Affiliate thereof; and
(e) Purchasers Buyer shall have delivered, or caused the delivery of, all the payments, certificates, instruments, agreements and other documents required to be delivered to Seller pursuant to Section 1.03(c(i) a certificate signed by an authorized officer of Buyer, dated the date of the Closing, stating that the conditions specified in Sections 3.2(a) and Section 1.03(d3.2(b) above have been satisfied; and (ii) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this AgreementAgreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby. For the avoidance of doubt, any condition specified in this Section 3.2 may be waived solely for purposes of this Article III if such waiver is set forth in a writing duly executed by Seller and delivered to Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Orthofix International N V)
Conditions to the Company’s and Seller’s Obligations. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction (or waiver in writing by the Company and Seller) of the following conditions as of at 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 ARTICLE V (other than the Purchaser Fundamental WarrantiesRepresentations set forth in ARTICLE V) shall be are true and correct as the date of this Agreement and complete as of the Closing Date (disregarding all qualifications or limitations as if made at the Closingto “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), except (x) to the extent that the failure of 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 in each case under this clause (i), where the fact, event, change, effect, occurrence or development giving rise to the failure of any such representation or warranty to be so correct true and complete correct, has not prevented or materially impaireddelayed, and would not reasonably be expected to prevent or materially impairdelay, Purchasers' the ability of Buyer to perform its obligations under this Agreement or (including to 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) Transactions); and (ii) the Purchaser Fundamental Warranties shall be Representations set forth in ARTICLE V are true and correct in all material respects as of the date of this Agreement 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)Date;
(b) Purchasers shall have Buyer has performed in all material respects the covenants and agreements required to be performed by each of them it under this Agreement at or prior to the Closing;
(c) the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated;Buyer has delivered to Seller all deliveries required to be made by Buyer pursuant to Section 2.02; and
(d) no judgmentBuyer has delivered to the Company and Seller a certificate of an executive officer of Buyer, decree or order in the form of any Governmental Authority shall have been entered that would prevent the performance of this Agreement or the consummation of any Exhibit D and dated as of the transactions contemplated herebyClosing Date, declare unlawful stating that 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, certificates, instruments, agreements and other documents required to be delivered to Seller pursuant to conditions set forth in Section 1.03(c8.03(a) and Section 1.03(d8.03(b) of this Agreementhave been satisfied.
Appears in 1 contract
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 immediately prior to the Closing:
(a) disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, (i) the representations and warranties of Purchasers Parent (other than Parent Fundamental Representations) set forth in Article V (other than VI, as qualified by the Purchaser Fundamental Warranties) Disclosure Schedules, shall be true and correct and complete (without giving effect to any limitation as to “materiality” set forth therein) as of the Closing as if made at the ClosingDate, except (xi) to the extent that the failure of such representations and warranties to be so true and correct and complete has would not materially impaired, have and would not reasonably be expected to materially impairhave, Purchasers' a material adverse effect on the ability of the Parent, Purchaser or the Merger Sub to perform under this Agreement or consummate the transactions contemplated by this Agreement or hereby, and (yii) for those representations and warranties that address matters which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date would not have a particular material adverse effect on the ability of the Parent, Purchaser or the Merger Sub to consummate the transactions contemplated hereby;
(b) the Parent Fundamental Representations, as qualified by the Disclosure Schedules, shall be true and correct in all respects (except for any de minimis exceptions) as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct and complete in all respects (except for any de minimis exceptions) 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 earlier date);
(bc) Purchasers Neither Parent, Purchaser nor Merger Sub shall have performed be in all breach in any material respects the respect of its covenants and agreements required to be performed by each of them it under this Agreement prior to the Closing;
(cd) the applicable waiting periods, if any, under the HSR Act Parent shall have expired or been terminated;
(ddelivered to the Company and Seller a certificate signed by an officer of Parent in the form of Exhibit F, dated as of the Closing Date, certifying that the conditions specified in Section 3.02(a), Section 3.02(b) no judgment, decree or order of any Governmental Authority shall and Section 3.02(c) 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 rescindedsatisfied; and
(e) Purchasers Parent shall have delivered, or caused the delivery of, all the payments, certificates, instruments, agreements and other documents required to be delivered to Seller pursuant to Section 1.03(c) and Section 1.03(d) an executed copy of this Agreementthe IRA Amendment.
Appears in 1 contract
