Conditions to the Obligation of Buyer to Close. The obligation of the Buyer to purchase the Assets and perform any obligations hereunder shall be subject to the satisfaction or waiver by the Buyer, of the following conditions on or before the Closing Date.
Conditions to the Obligation of Buyer to Close. Buyer’s obligation to consummate the Contemplated Transactions is subject to the satisfaction, or waiver by Buyer, at or prior to the Closing, of each of the following conditions:
(i) the representations and warranties set forth in Article 5 shall be true and correct;
(ii) each Seller shall have performed and complied with all of its covenants hereunder which by their nature are to be performed prior to the Closing;
(iii) each Seller shall have executed and delivered to Buyer a certificate, dated the Closing Date, certifying the fulfillment of each of the conditions specified in Section 4.2(b)(i) and Section 4.2(b)(ii);
(iv) Vxxxxxx shall have delivered to Buyer a counterpart of the Vxxxxxx Employment Agreement signed by Vxxxxxx; and
(v) each Seller shall have delivered to Buyer the following: (A) share certificates representing the Designated USPF Shares owned by such Seller, accompanied by a duly executed transfer power; (B) a counterpart of the Registration Rights Agreement signed by such Seller; and (C) such other certificates, documents and instruments as Buyer may reasonably request or as otherwise may be necessary to consummate the Contemplated Transactions.
Conditions to the Obligation of Buyer to Close. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions to be fulfilled by the Shareholders or the Company, as the case may be, any of which may be waived in whole or in part by the Buyer:
(a) The representations and warranties of the Shareholders and the Company set forth in this Agreement shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though such representations and warranties were made anew at and as of such date (or if an earlier date is specified in such representation and warranty, as of such earlier date), and the Shareholders shall have duly performed in all material respects all agreements and covenants herein required to be performed by them on or before the Closing Date.
(b) The Company shall not have suffered or incurred any Material Adverse Change since the date hereof.
(c) The Shareholders shall have furnished the Buyer with certificates, executed by each of the Shareholders and dated the Closing Date, confirming the matters expressed in Section 8.1(a) and (b).
(d) The Shareholders shall have furnished to the Buyer (i) certificates of the Secretary of State of the State of New York, dated as of a date not more than five business days prior to the Closing Date, attesting to the organization, qualifications to do business and good standing of the Company and (ii) a certificate of the Secretary of the Company, certifying to the Articles of Incorporation and By-laws of the Company.
(e) All approvals and consents of third parties required to be obtained by virtue of any law, regulation or agreement applicable to the Company or Sellers to consummate the transactions contemplated hereby shall have been obtained on terms and conditions reasonably satisfactory to the Buyer.
(f) There shall be in effect Employment Agreements between the Company and each of George Elkins, Carole Tate anx Xxxxxx Xxxxan xxxxxxxxxxlly ix xxx xxxxx xnnexed hereto as Exhibits C, D and E (the "Employment Agreements").
(g) The Tangible Net Worth of the Company as of the Closing Date shall be at least $1,900,000.
(h) The Buyer shall have received an opinion, dated the Closing Date, of counsel to the Shareholders and the Company in substantially the form of Exhibit E annexed hereto.
(i) Such members of the Board of Directors and such officers of the Company as may be designated by the Buy...
Conditions to the Obligation of Buyer to Close. The obligations of Buyer at the Closing to purchase the APC Shares, to issue the Buyer Common Shares and the Subordinated Debentures, to pay the Cash Consideration and to execute and deliver the Closing Agreements to which it is party are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, compliance with which, or the occurrence of which, may be waived prior to the Closing in writing by Buyer in its sole discretion:
Conditions to the Obligation of Buyer to Close. The obligations of Buyer hereunder are subject to the satisfaction or waiver by Buyer of the following conditions. Should any condition set forth in this Article 3 not be fulfilled or waived on the Closing Date to the satisfaction of Buyer, Buyer shall, at its option, be entitled to terminate this Agreement by giving written notice of such termination to Seller. In the event this Agreement is so terminated by Buyer, (a) no party hereto shall have any further rights or obligations hereunder with respect to the Properties (except (i) for those rights and obligations that expressly survive termination of this Agreement as herein provided, including, without limitation, Seller’s obligations pursuant to Section 2.6 above, and (ii) that the foregoing shall not affect the rights or remedies of a party at law or in equity by reason of a breach or default by the other party hereunder); and (b) Title Insurer shall return all documents and instruments to the party that delivered them to Title Insurer.
Conditions to the Obligation of Buyer to Close. The obligations of Buyer hereunder are subject to the satisfaction or waiver by Buyer of the conditions set forth below. Should any condition set forth in this Article III not be fulfilled or waived on the Closing Date to the satisfaction of Buyer, Buyer may, at its option, without waiving any rights provided in this Agreement, terminate this Agreement by delivering notice of such termination to Seller prior to Closing, and thereafter be relieved of all obligations hereunder. If Buyer fails to terminate this Agreement prior to Closing, all conditions set forth in this Article III will be deemed to have been satisfied or waived by Buyer; provided, however, that in no event shall any such deemed satisfaction or waiver be deemed to limit or release Seller, Owner, or Lessee from any damages or liabilities resulting from a breach of any express representations, warranties or covenants of Seller, Owner, or Lessee hereunder or under the other Transaction Documents. This entire Article III shall only apply to the Purchased Facilities. Notwithstanding the foregoing, in the event an Option Property Seller doesn’t fulfill the obligations set forth in this Article III for each Option Property, regardless of such Option Property Seller’s obligations under the applicable Option Agreement, Seller shall be responsible for any expenses incurred by Buyer as a result thereof and Buyer may deduct any such expenses from the applicable Option Transfer Purchase Price.
Conditions to the Obligation of Buyer to Close. The obligations of Buyer hereunder are subject to the satisfaction or waiver by Buyer of the following conditions. Should any condition set forth in this Article 3 not be fulfilled or waived on the Closing Date to the satisfaction of Buyer, Buyer shall, at its option, without waiving any rights provided in this Agreement, be relieved of all obligations hereunder.
Conditions to the Obligation of Buyer to Close. The obligation of Buyer to effect the actions contemplated hereby shall be further subject to the following condition, which may be waived by Buyer: the representations and warranties contained in Sections 6(a-c) of this Amendment shall be true and correct as of the final date of the Term as though such representations and warranties had been made on and as of the final date of the Term.
Conditions to the Obligation of Buyer to Close. The obligation of Buyer to purchase the TMS Assets at the Closing and perform any obligations hereunder shall be subject to the satisfaction or waiver by Buyer, of the following conditions on or before the Closing Date.
Conditions to the Obligation of Buyer to Close. The obligation of Buyer to perform its obligations under this Agreement on the Closing Date shall be conditional upon the following conditions having been met or waived on or before the Closing Date:
(a) the completion of the offer of the Shares at Closing to the Shareholders of the Seller as set forth in Clause 6.1;
(b) delivery by the Company to the Buyer of bank statements showing that the cash balance of the Company on the Closing Date will be no less than the Reais equivalent (at the US$/Real commercial sell rate published in the Gazeta Mercantil on the Closing Date) of US$ 1,500,000;
(c) delivery to the Buyer by the Seller or Contab of a schedule in the form set out in Schedule 6 spelling out the changes in the holding of the capital of the Company which occurred as a consequence of the actions referred under Clause 6.1 and a complete list of all the then current Shareholders of the Company;
(d) adjustment of the balance sheet of the Company for the following items: (i) revaluation of finished goods inventories to the lesser of cost or net realizable value for all products sold below total cost; (ii) the write-off of the net book value of spare parts, machinery and equipment associated with the number 1 paper machine and number 1 coater; (iii) revaluation of the asset for fiscal incentive deposits to a net realizable value of not more than R$32,000 Reais; (iv) increase in the asset for deferred taxes to fully reflect 1997 tax losses generated; (v) write-off of deferred software costs; and (vi) increased provision for employee severance litigation claims of at least $300,000 Reais;
(e) Room during Buyer's due diligence review or were subsequently made available to Buyer;
(f) the Buyer shall have entered into agreements with the Continuing Directors of the Company to be employed by the Company after the Closing;
(g) there have been no breach of any of the Warranties of Seller which would have, individually or in the aggregate, a material adverse effect on the business and operations of the Company taken as a whole;
(h) Seller and Contab shall have performed and complied in all material respects with all covenants, undertakings and agreements (except for the Warranties) required by this Agreement to be performed or complied with by Seller and Contab on or prior to the Closing Date;
(i) Seller shall pay all real property transfer taxes due and any other transaction expenses or other taxes incurred in connection with the sale of the Hotel to the Seller by...
