Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Sellers contained in Article III shall be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects. (b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects. (c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers. (d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect. (e) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilled. (f) Buyer shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update. (g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens. (h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 2 contracts
Samples: Merger Agreement (Pacific Ethanol, Inc.), Merger Agreement (Seacor Holdings Inc /New/)
Conditions to the Obligation of Buyer. The obligation obligations of Buyer to consummate the transactions contemplated hereby shall be are subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each all of the following conditions, any one or more of which may be waived, in whole or in part, by Buyer:
(a) Each of the The representations and warranties of the Sellers contained set forth in Article III this Agreement shall be true and correct in all material respects (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the Execution Date and on the Closing Date as if made at and as of on such date (except for those or, in the case of representations and warranties that are made as of a specific datedate or time, which as if made on such specific date or time), except to the extent that the failure of such representations and or warranties shall (other than the HFS Fundamental Representations) to be true and correct as of such respective specific date)would not, with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on individually or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by aggregate, result in a Material Adverse Effect, be true and correct in all respects as ; provided that neither satisfaction of the this condition nor completion of Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations will affect Buyer’s rights under Article 10. The Sellers shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct have performed or complied in all material respects as of the Closing Date as if made at with all obligations and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company required by this Agreement to be performed on or prior to complied with by them by the Closing Date time of the Closing. The Sellers shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been to Buyer a Material Adverse Effect.
(e) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representativecertificate, dated as of the Closing DateDate and signed by an authorized officer of each Seller, certifying that confirming the conditions contained foregoing matters set forth in Sections this Section 7.1(a) (the “HFS Closing Certificate”).
(b) Sellers shall have delivered to Buyer all of the documents, 7.1(bcertificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 3.2, and each such document, certificate or other instrument to which a Person other than a Seller is a party shall have also delivered a duly executed counterpart of such document, certificate or other instrument.
(c) and 7.1(dThe consents of any Person set forth on Schedule 7.2(c) shall have been fulfilledobtained, and fully executed copies of such consents shall have been delivered to Buyer.
(d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby shall be in effect.
(e) No Material Adverse Effect shall have occurred.
(f) Buyer The Defect Notice Date shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Updateoccurred.
(g) Buyer Any applicable waiting period (and any extensions thereof) under the HSR Act with respect to the transactions contemplated hereby shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liensexpired or been terminated.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Halcon Resources Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction or waiver by Buyer on at or prior to the Closing Date of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) Each No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties of made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all material respects at and as of the Closing Date as if though such representations and warranties were made at and as of such date the Closing Date (except for those in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties that are made as of a specific date, which representations and warranties shall to be true and correct as of such respective specific date)would not reasonably be expected to have, with individually or in the same effect as though those representations aggregate, a Material Adverse Effect. All Fundamental Representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of set forth in Section 3.07(a) made by Parent and the Sellers as to the Company contained in Article IV this Agreement shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects at and as of the Closing Date as if though such representations and warranties were made at and as of such date the Closing Date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties any representation or warranty that are not qualified by Material Adverse Effectits terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(c) Parent and the Sellers shall have duly performed or complied with, in all material respects respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date as if made at and as signed by an officer of such date (except for those representations and warranties Parent to the effect that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables conditions set forth in Section 1.6(e8.02(a) shall and Section 8.02(b) have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effectsatisfied.
(e) Buyer Parent shall have been furnished with a certificate executed by an authorized officer of delivered, or caused to be delivered, to Buyer the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained items and documents set forth in Sections 7.1(aSection 2.04(a), 7.1(b) and 7.1(d) have been fulfilled.
(f) Buyer The Discontinued Locations shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or prebeen transferred to one of more Non-approved the EPA Registration UpdateBusiness Subsidiaries.
(g) Buyer The Escrow Agreement shall have received a written commitment (which commitment shall be unconditional except for payment of been executed and delivered by Parent and the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted LiensEscrow Agent.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Aleris Corp), Purchase and Sale Agreement (Signature Group Holdings, Inc.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions Closing contemplated hereby shall be is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each all of the following conditions, any one or more of which may be waived, in whole or in part, by Buyer:
(a) Each of the The representations and warranties of Sellers contained Seller made in Article III this Agreement and qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as if made at date hereof and as of the time of the Closing as though made as of such date (time, except for those to the extent such representations and warranties that are made as of a specific date, expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct as of such respective specific date)correct, with the same effect as though and those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date not so qualified shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at respects, on and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific earlier date); . Seller shall have performed or complied in all material respects with all obligations and each of the covenants and agreements of Sellers and the Company required by this Agreement to be performed on or prior to complied with by them by the Closing Date time of the Closing. Seller shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been to Buyer a Material Adverse Effect.
(e) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representativecertificate, dated as of the Closing DateDate and signed by an authorized officer of Seller, certifying that confirming the conditions contained foregoing matters set forth in Sections 7.1(athis Section 5.1(a) (the “Seller’s Closing Certificate”), 7.1(b) and 7.1(d) have been fulfilled.
(fb) Buyer All necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have received confirmationbeen made and obtained, whether all waiting periods with respect to filings made with Governmental Authorities in writtencontemplation of the consummation of the transactions described herein shall have expired or been terminated, oral and no action or electronic form, that proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the EPA has either approved or pre-approved sale of the EPA Registration UpdateCompany Interest.
(gc) Buyer All necessary consents of any third party, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein been made and subject no new additional exceptions other than Permitted Liensobtained.
(hd) Buyer shall have received evidence reasonably satisfactory to it that No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any security interests in Governmental Authority, or liens on other legal restraint or prohibition preventing the assets consummation of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates transactions contemplated hereby shall be in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and releasedeffect.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate effect the transactions contemplated hereby Merger shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each Effective Time of the following additional conditions:
(a) Each of the The representations and warranties of Sellers contained the Company set forth in Article III shall be true and correct in all material respects as Section 4.2 of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such respective specific date), with the same effect as though those representations and warranties had been speak as of an earlier date and except to the extent modified by actions taken in compliance with this Agreement) as of the Effective Date as though made on and as of the Closing Effective Date; , except in each case where the failure of a representation or warranty to be true and each correct does not cause a Material Adverse Effect on the Company. Buyer shall have received a certificate signed on behalf of the covenants Company by the Chief Executive Officer and agreements the Chief Financial Officer of Sellers to be performed on or prior the Company, dated the Effective Date, to the Closing Date shall have been duly performed in all material respectsforegoing effect.
(b) Each of the representations and warranties of Sellers as to the The Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct have performed in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the all covenants and agreements of Sellers and the Company required to be performed on by it under this Agreement at or prior to the Closing Date Effective Date, other than to the extent that the failure to perform such covenants and agreements does not have a Material Adverse Effect on the Company, and Buyer shall have been duly performed in all material respectsreceived a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect.
(c) Each The regulatory approvals or consents necessary to consummate the transactions contemplated hereby shall not impose conditions that are, or would be, upon consummation of the deliverables set forth in Section 1.6(e) shall have been delivered Merger, applicable to Buyer that would constitute a Material Adverse Effect on the Company or paid, as the case may be, by SellersBuyer.
(d) Since The Company shall have obtained all consents of other parties to their respective material mortgages, notes, leases, franchises, agreements, licenses and permits as may be necessary to permit the Most Recent Balance Sheet DateMerger and the transactions contemplated herein to be consummated, except for such consents the failure of which to obtain would not constitute a Material Adverse Effect on the Company.
(e) The Rights Agreement shall have been terminated and neither Buyer nor the Financial Institution Sub shall have been determined to be an Acquiring Person.
(f) Between the date of this Agreement and the Effective Time of the Merger, there shall not have been occurred any event that has had a Material Adverse Effect.
(e) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilled.
(f) Buyer shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update.
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens Effect on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and releasedCompany.
Appears in 1 contract
Samples: Merger Agreement (Bank Plus Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of Sellers contained in Article III shall be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to each of the Company Companies, Subsidiaries and Joint Ventures contained in Article IV shall (i) in the case of those representations IV, disregarding all qualifications and warranties that are qualified by exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) ), except for any failure or failures to be so true and (ii) correct which have not had or would not have in the case of those representations and warranties that are not qualified by aggregate a Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company Companies to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) SEACOR Environmental Services shall have caused the Asset Transfer to have been delivered or paid, as the case may be, by Sellersconsummated pursuant to documentation reasonably satisfactory to Buyer.
(d) Buyer shall have received the funds contemplated by the Debt Commitment Letter.
(e) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(ef) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b), 7.1(c), 7.1(e) and 7.1(d7.1(f) have been fulfilled.
(fg) Buyer Each of the deliverables set forth in Section 1.3(c) shall have received confirmationbeen delivered or paid, whether in writtenas the case may be, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Updateby Sellers.
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Samples: Stock Purchase Agreement (Seacor Holdings Inc /New/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate effect the transactions contemplated hereby shall be by this Agreement is subject to the satisfaction fulfillment by Conopco or Buyer, as the case may be, or waiver (except for the condition in (e) below) by Buyer on Buyer, where permitted by Applicable Law, at or prior to the Closing Date of each Date, of the following conditions:
(ai) Each of the The representations and warranties of Sellers contained Conopco set forth in Article III this Agreement (other than those set forth in the first sentence of Section 4.5, which is addressed by Section 8.3(a)(ii) below) shall be true and correct both when made and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving Table of Contents effect to any limitation as to “materiality” or “DiverseyLever Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have an DiverseyLever Material Adverse Effect; and
(ii) The representations and warranties of Conopco set forth in the first sentence of Section 4.5 shall be true and correct in all material respects both when made and as of the Closing Date as if made at and as of such date (except for those representations and warranties that are to the extent expressly made as of a specific specified date, in which representations and warranties shall be true and correct case as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations Conopco shall have performed and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct complied in all material respects as of the Closing Date as if made at with all obligations, agreements and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company required by this Agreement to be performed on or and complied with by it prior to the Closing Date shall have been duly performed in all material respectsDate.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(e) Buyer shall have been furnished with received a certificate executed of Conopco signed by an authorized the chief financial officer of the Sellers’ RepresentativeConopco, dated as of the Closing Date, certifying that to the effect that, to such officer’s knowledge after due inquiry, the conditions contained set forth in Sections 7.1(a), 7.1(bSection 8.3(a) and 7.1(dSection 8.3(b) have been fulfilledsatisfied.
(d) No DiverseyLever Material Adverse Effect (regardless of whether the event, development, change, circumstance or state of facts giving rise to such DiverseyLever Material Adverse Effect arose before or after the date of this Agreement, but excluding any event, development, change, circumstance or state of facts disclosed on Section 4.5(a)(ii) of the DiverseyLever Disclosure Schedule) shall have occurred after the date hereof and be continuing as at the Closing Date.
(e) Unilever PLC shall have obtained any necessary Treasury consent pursuant to Section 765 of the Income and Corporation Taxes Act 1988 in respect of the transactions contemplated by this Agreement.
(f) Buyer Other than with respect to any Delayed Shares or Delayed Assets addressed by Section 3.4(d), but subject to Section 8.3(h), Conopco shall have received confirmationdelivered (or caused the delivery of) all of the certificates, whether in writteninstruments, oral agreements or electronic formother documents required to be delivered pursuant to Section 3.3(a), that the EPA has either approved or pre-approved the EPA Registration Update(b), (e), (g), (h), (i), (m), (n), (o) and (p).
(g) Buyer Buyer, after having complied with Section 6.17, shall have received a written commitment obtained financing sufficient to pay the Base Cash Payment or the Adjusted Cash Payment, as the case may be, and otherwise to consummate the transactions contemplated by this Agreement on terms not materially less favorable to Buyer than those set forth in the Bank Commitment and the Bridge Commitment, but in no event shall the Leverage Ratio (which commitment shall be unconditional except for payment as defined in the Bank Commitment) exceed 4.6, and otherwise on such other terms reasonably acceptable to it. For the avoidance of the premiumdoubt and notwithstanding any other provision of this Agreement, the amount of which this condition shall not be taken into account for purposes of interpreting this condition) deemed satisfied if the actual net proceeds from the Title Company Financing, giving effect to, upon Closinginter alia, issue the payment of all costs and expenses incurred in connection therewith or herewith, are not sufficient to pay the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23Base Cash Payment or the Adjusted Cash Payment, 2017, Policy Number 2010-C25259888-CWF, including as the endorsements identified therein and subject no new additional exceptions other than Permitted Lienscase may be.
(h) Buyer The Assets, Shares, Companies and/or Other Joint Venture Interests that would be required to be subject to a Delayed Closing shall have received evidence reasonably satisfactory to it that not include any security interests Assets, Shares, Table of Contents Companies and/or Other Joint Venture Interests representing, individually or in or liens on the assets aggregate, 7.5% of the Company granted to Xxxxx Fargo BankAdjusted EBITDA of the DiverseyLever Business, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredientstaken as a whole, Inc. or any of its Affiliates has been terminated and releasedfor the 12-month period ended June 30, 2001.
(i) [**]
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction or waiver by Buyer on at or prior to the Closing Date of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) Each Since the date of the this Agreement, no Material Adverse Effect shall have occurred and be continuing.
(b) All representations and warranties of Sellers made by Seller contained in Article III (other than the Fundamental Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect. All Fundamental Representations made by Seller in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if though such Fundamental Representations were made at and as of such date the Closing Date (except for those representations and warranties in the case of any representation or warranty that are made by its terms addresses matters only as of a specific another specified date, which representations and warranties shall be so true and correct only as of such respective specific specified date).
(c) Seller shall have duly performed or complied with, with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each in all material respects, all of the covenants and agreements of Sellers required to be performed on or complied with by Seller at or prior to Closing under the Closing Date shall have been duly performed in all material respectsterms of this Agreement.
(bd) Each of the representations and warranties of Sellers as Seller shall have delivered to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects Buyer a certificate dated as of the Closing Date as if made at and as signed by an officer of such date (except for those representations and warranties Seller to the effect that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables conditions set forth in Section 1.6(e8.02(b) shall and Section 8.02(c) have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effectsatisfied.
(e) Buyer Seller shall have been furnished with a certificate executed by an authorized officer of delivered, or caused to be delivered, to Buyer the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained items and documents set forth in Sections 7.1(aSection 2.04(a), 7.1(b) and 7.1(d) have been fulfilled.
(f) Buyer shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update.
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Intercontinental Hotels Group PLC /New/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be Closing is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions:conditions (each of which is for the exclusive benefit of Buyer and may be waived by Buyer):
(a) Each all covenants of Seller under this Agreement and the Ancillary Agreements to be performed on or before the Closing shall have been duly performed by Seller in all material respects;
(b) (i) the representations and warranties of Sellers Seller in Section 3.1, Section 3.2(a), Section 3.2(c)(i), Section 3.8 and Section 3.12 shall be true and correct in all respects as of the Closing Date as if made as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date); and (ii) each of the other representations and warranties of Seller set forth in this Agreement, in each case, without giving effect to any “materiality” qualifier contained in Article III therein, shall be true and correct in all material respects as of the Closing Date as if made at and as of such date the Closing Date (except for those representations and warranties that are made address matters only as of a specific specified date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific specified date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.;
(c) Each Xxxxx shall have received a certificate of Seller addressed to Xxxxx and dated the deliverables Closing Date, signed on behalf of Seller by an officer of Seller (on Seller’s behalf and without personal liability), confirming the matters set forth in Section 1.6(e6.2(a) and Section 6.2(b);
(d) each closing deliverable set forth in Section 2.7(a) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.to Buyer; and
(e) Buyer no Bankruptcy Event shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated occurred as of the Closing Date, certifying that Date or at any time during the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilledInterim Period.
(f) Buyer shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update.
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions contemplated hereby shall be Closing is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of all the following conditions, any one or more of which may be waived in whole or in part by the Buyer:
(a) Each The Buyer shall have conducted a full and complete due diligence investigation of the Company and shall be satisfied, in its sole discretion, with the results of such due diligence investigation. Notwithstanding any other provision of this Agreement, the Sellers shall cause the Company to fully cooperate with the Buyer and its representatives, including, without limitation, its attorneys and accountants, in connection with this due diligence investigation, and shall give the Buyer and such representatives full and complete access to the Company and its books, records, properties, contracts and other information and documents in connection therewith.
(b) The Sellers shall have complied with all of their respective covenants and agreements contained herein, and the representations and warranties of the Sellers contained in Article III this Agreement shall be true on and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each Buyer shall have received the following documents, in each case in form and substance reasonably satisfactory to Buyer and its counsel:
(i) Certificates representing the Shares duly endorsed in negotiable form or accompanied by stock powers duly executed in blank with all transfer taxes, if any, paid in full.
(ii) A certificate signed by the Sellers which certifies that the conditions specified in Section 4.1(b) hereof have been satisfied;
(iii) The minute books, stock ledgers and corporate seal of the deliverables set forth in Section 1.6(eCompany.
(iv) shall have been delivered Specimen signature certificates signed by the Sellers.
(v) Such other agreements and documents as Buyer or paid, as the case its counsel may be, by Sellersreasonably request.
(d) Since the Most Recent Balance Sheet DateNo Litigation shall be pending or threatened and no order, there injunction or decree shall not have been a Material Adverse Effectentered by any Governmental Authority against the Sellers, the Company, the Shares or the Buyer which would prohibit, restrict or delay consummation of the transactions contemplated by this Agreement.
(e) Buyer All consents and approvals of third parties which are required to consummate the transactions contemplated herein shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) obtained and 7.1(d) have been fulfilled.
(f) Buyer shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update.
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue delivered to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted LiensBuyer.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Samples: Stock Purchase Agreement (Pharmasystems Holdings Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby Closing shall be subject to the satisfaction or waiver by Buyer on at or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) Each of the (i) All representations and warranties of Sellers made by Seller contained in Article ARTICLE III (other than the Seller Fundamental Representations), without giving effect to any materiality, a Business Material Adverse Effect or similar qualifications, shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, and (ii) the Seller Fundamental Representations shall be true and correct in all material respects as of the Closing Date as if made date of this Agreement and at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if though such Seller Fundamental Representations were made at and as of such date the Closing Date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties any representation or warranty that are not qualified by Material Adverse Effectits terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(b) Seller shall have performed or complied with, in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific daterespects, which representations shall be true at and as of such respective specific date); and each all of the covenants and agreements of Sellers and the Company required to be performed on or complied with by Seller at or prior to Closing under the Closing Date shall have been duly performed in all material respectsterms of this Agreement.
(c) Each Since the date of the deliverables set forth in Section 1.6(e) this Agreement, no Effect shall have been delivered occurred and be continuing that has had, or paidwould reasonably be expected to have, as individually or in the case may beaggregate, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Business Material Adverse Effect.
(ed) Buyer Seller shall have been furnished with delivered to Buyer a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying Date signed by an officer of Seller to the effect that each of the conditions contained set forth in Sections 7.1(a), 7.1(bSection 8.01(c) and 7.1(dSection 8.02(a) through Section 8.02(c) have been fulfilledsatisfied.
(e) Seller shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.10(a).
(f) Buyer Seller shall have received confirmation, whether in written, oral transferred to Buyer or electronic form, that a Buyer Designee the EPA has either approved or pre-approved the EPA Registration Update.
(gOwned Real Property listed on Section 8.02(f) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted LiensSeller Disclosure Schedule.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be Acquisition is subject to the satisfaction or waiver by Buyer satisfaction, on or prior to before the Closing Date Date, of each of the following further conditions, any one or more of which may be waived in writing by Buyer:
(a) Each The General Representations shall be true and correct in all respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date, as if made at and as of such date, (except to the extent that such representations and warranties speak as of Sellers contained a specific date or as of the date of this Agreement, in Article III which case such representation and warranty shall be true and correct as of such date or dates) except for those failures to be so true and correct as would not reasonably be expected to have, in the aggregate, a Company Material Adverse Effect, and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(b) The Fundamental Representations shall be true and correct in all material respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date Date, as if made at and as of such date date, (except for those to the extent that such representations and warranties that are made speak as of a specific datedate or as of the date of this Agreement, in which representations case such representation and warranties warranty shall be true and correct as of such respective specific datedate or dates), with the same effect as though those representations and warranties had been made on and as Buyer shall have received a certificate signed by an officer of the Closing Date; Company to the foregoing effect;
(c) The Company and each of the covenants Stockholders shall have performed and agreements of Sellers complied in all material respects their respective obligations hereunder required to be performed or complied with by each of them on or prior to the Closing Date Date, and Buyer shall have been duly performed in all material respects.received a certificate signed by an officer of the Company to the foregoing effect;
(bd) Each Buyer shall have received a certificate of the representations and warranties Secretary of Sellers as to the Company contained in Article IV shall certifying true and complete copies of (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as by-laws of the Company, as in effect on the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) Date; and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as resolutions of the Closing Date as if made at Board authorizing the execution, delivery and as performance of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers this Agreement and the transactions contemplated hereby;
(e) The Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of obtained and delivered to Buyer the deliverables Consents set forth in Section 1.6(e7.2(e) of the Disclosure Letter;
(f) The Stockholders shall have delivered the Certificates, duly endorsed for transfer to Buyer;
(g) The Company shall have delivered to Buyer (i) a properly executed affidavit, in form and substance acceptable to Buyer, pursuant to Section 1445(b)(3)(A) of the Code certifying that the Company is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and (ii) an executed notice to the Internal Revenue Service regarding delivery of the affidavit above, in form and substance acceptable to Buyer and in compliance with the requirements of Treasury Regulation Section 1.897-2(h)(2);
(h) The Transaction Documents to which the Company, any of its Subsidiaries, any Stockholder or Stockholders’ Representative is a party shall have been executed and delivered by the Company and such Subsidiaries, Stockholders and Stockholders’ Representative, as applicable, and true and complete copies thereof shall have been delivered or paid, as the case may be, by Sellers.to Buyer;
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(ei) Buyer shall have been furnished with a certificate executed received, at its sole cost and expense, ALTA Owner’s Title Insurance policies substantially similar to the forms (from the title insurance company identified in said forms) previously delivered to the Firm by an authorized officer of Xxxxxx (the Sellers’ Representativepremiums for such policies as well as the title commitment and survey charges, including, but not limited to, charges for title abstract and examination, shall be paid by the Buyer), dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilled.;
(fj) Buyer shall have received confirmationtitle and non-imputation affidavits substantially similar to the title and non-imputation affidavits previously negotiated by the Firm and Xxxxxx from each of DMS Health Technologies, whether in writtenInc. and DMS Imaging, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update.Inc. executed by their respective officers who do not resign from their positions pursuant to Section 7.2(m);
(gk) Buyer shall have received a written commitment customary pay-off letters or similar acknowledgments of the discharge of the Debt to be paid off at Closing (which commitment shall be unconditional except for “Payoff Letters”), setting forth the amount owed as of the Closing Date and indicating that upon payment of the premiumsuch amount, the amount of which shall not such Debt will be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent discharged in full and all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions related Liens (other than Permitted Liens.) will be released and removed;
(hl) Buyer shall have received evidence reasonably satisfactory to it that the Required Financials, together with any security interests in or liens on the assets required consent of the Company granted Company’s independent public accountants, that may be required to Xxxxx Fargo Bankbe included in a Current Report on Form 8-K;
(m) Buyer shall have received letters of resignation from the officers and directors set forth on Section 7.2(m) of the Disclosure Letter;
(n) The Corporate Advisory Services Agreement, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredientsdated February 29, Inc. or any of its Affiliates has 2012 between Platinum Equity Advisors, LLC and Project Rendezvous Holding Corporation shall have been terminated and releasedno amounts shall be owed by the Company or its Subsidiaries under such agreement; and
(o) No Company Material Adverse Effect shall have occurred since the date of this Agreement.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be Acquisition is subject to the satisfaction or waiver by Buyer satisfaction, on or prior to before the Closing Date Date, of each of the following further conditions, any one or more of which may be waived in writing by Buyer:
(a1) Each The General Representations of Seller and the Company shall be true and correct in all respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date, as if made at and as of such date, (except to the extent that such representations and warranties speak as of Sellers contained a specific date or as of the date of this Agreement, in Article III which case such representation and warranty shall be true and correct as of such date or dates) except for those failures to be so true and correct as would not reasonably be expected to have, in the aggregate, a Company Material Adverse Effect, and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(2) The Seller Fundamental Representations shall be true and correct in all material respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date Date, as if made at and as of such date date, (except for those to the extent that such representations and warranties that are made speak as of a specific datedate or as of the date of this Agreement, in which representations case such representation and warranties warranty shall be true and correct as of such respective specific datedate or dates), with the same effect as though those representations and warranties had been made on and as Buyer shall have received a certificate signed by an officer of the Closing Date; Company to the foregoing effect;
(3) The Company and each of the covenants Seller shall have performed and agreements of Sellers complied in all material respects their respective obligations hereunder required to be performed or complied with by each of them on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(e) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilled.
(f) Buyer shall have received confirmation, whether in written, oral or electronic form, that a certificate signed by an officer of the EPA has either approved or pre-approved Company to the EPA Registration Update.foregoing effect;
(g4) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment certificate of the premiumSecretary of the Company certifying true and complete copies of (i) the Constitutional Documents of the Company, as in effect on the amount Closing Date; and (ii) the resolutions of which the Board authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;
(5) The Company shall have obtained and delivered to Buyer the Consents set forth in Section 7.2(e) of the Disclosure Letter;
(6) Seller shall have delivered the Certificates, duly endorsed for transfer to Buyer;
(7) The Company shall have delivered to Buyer (i) a properly executed affidavit, in form and substance acceptable to Buyer, pursuant to Section 1445(b)(3)(A) of the Code certifying that the Company is not be taken into account for purposes and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of interpreting this conditionthe Code) from during the Title Company to, upon Closing, issue applicable period specified in Section 897(c)(1)(A)(ii) of the Code and (ii) an executed notice to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent Internal Revenue Service regarding delivery of the affidavit above, in all material respects form and substance acceptable to Buyer and in compliance with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010the requirements of Treasury Regulation Section 1.897-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.2(h)(2);
(h8) The Transaction Documents to which the Company, any of its Subsidiaries, Parent or Seller is a party shall have been executed and delivered by the Company and such Subsidiaries, Parent and Seller, as applicable, and true and complete copies thereof shall have been delivered to Buyer;
(9) Buyer shall have received evidence reasonably satisfactory to it that any security interests in customary pay-off letters or liens on the assets similar acknowledgments of the Company granted discharge of the Debt set forth on Section 7.2(i) of the Disclosure Letter, to Xxxxx Fargo Bankbe paid off at Closing (“Payoff Letters”), N.A. or any setting forth the amount owed as of its Affiliates the Closing Date and indicating that upon payment of such amount, such Debt will be discharged in connection any credit facility with MGP Ingredients, Inc. or any full and all related Liens (other than Permitted Liens) will be released and removed;
(10) Buyer shall have received letters of its Affiliates has been terminated resignation from the officers and released.directors set forth on Section 7.2(j)
Appears in 1 contract
Samples: Stock Purchase Agreement (Star Equity Holdings, Inc.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions Closing contemplated hereby shall be is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Buyer:
(a) Each Sellers shall have complied in all material respects with each of the their covenants and agreements contained herein and each of their representations and warranties of Sellers contained in Article III this Agreement shall be deemed to have been made again at and as of the Closing Date and shall then be true and correct in all material respects as of the Closing Date as if made at (unless otherwise qualified by materiality, and as of in such date (except for those representations and warranties that are made as of a specific datecase, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific datecorrect) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(e) Buyer shall have been furnished with received a certificate executed by an authorized officer of the Sellers’ Representativecertificate, dated as of the Closing Date, of an executive officer of the General Partner certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilledas to such matters.
(fb) Buyer All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have received confirmation, whether been approved by counsel to the Buyer and such counsel shall have been furnished with all such documents and instruments as it shall have reasonably requested in written, oral or electronic form, that connection with the EPA has either approved or pre-approved the EPA Registration Updatetransactions contemplated herein.
(gc) Buyer shall have received a written commitment (which commitment No suit, action or other proceeding shall be unconditional except for payment pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent transactions in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liensconnection herewith.
(hd) Buyer The waiting period under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereunder shall have received evidence reasonably satisfactory expired or been terminated.
(e) Sellers shall provide to it that any security interests in or liens on the assets Buyer a letter signed by an authorized officer of the Company granted General Partner on behalf of Sellers, which certifies that the Sellers’ defined contribution plan (1) is, to Xxxxx Fargo Bankthe Knowledge of Sellers, N.A. a tax qualified plan under Section 401(a) of the Code and such letter includes a copy of the most recent determination letter received from the Internal Revenue service directly applicable to such plan; and (2) has received certification from every participant in Sellers’ defined contribution plan whose loan is to be rolled over to Buyer’s Defined Contribution Plan and whose loan had an original maturity exceeding five (5) years but less than or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. equal to fifteen (15) years that such loan was used by such participant to acquire his or any of its Affiliates has been terminated and releasedher principal residence.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall by this Agreement will be subject to the satisfaction or waiver by Buyer on at or prior to the Closing Date of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) Each No Effect will have occurred since the date of this Agreement and be continuing that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties of Sellers made by Seller contained in Article III shall (other than the Fundamental Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, will be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct (without regard to any “materiality”, “Material Adverse Effect”, or similar materiality qualifiers) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations, other than Section 3.05(a) (Capitalization), made by Seller in this Agreement that are qualified by “materiality,” “Material Adverse Effect”, or similar materiality qualifiers will be true and correct at and as of the Closing Date as though such Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date) and all other Fundamental Representations, other than Section 3.05(a) (Capitalization), made by Seller in this Agreement will be true and correct in all material respects at and as of the Closing Date as if though such Fundamental Representations were made at and as of such date the Closing Date (except for those representations and warranties in the case of any representation or warranty that are made by its terms addresses matters only as of a specific another specified date, which representations will be so true and warranties shall correct only as of such specified date). The representation and warranty of Seller contained in Section 3.05(a) (Capitalization) will, in all but de minimis respects, be true and correct as of such respective specific date), with the same effect Closing Date as though those representations such representation and warranties had been warranty was made on at and as of the Closing Date; Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and each correct only as of such specified date). Notwithstanding the conditions set forth in this Section 8.02(b), in no event will any breach of a representation or warranty made by Seller contained in Article III result in the failure of this condition to be satisfied exclusively as a result of any of the matters for which Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 9.02(a).
(c) Seller will have duly performed or complied with, in all material respects, all of the covenants and agreements of Sellers required to be performed on or complied with by Seller at or prior to Closing under the Closing Date shall have been duly performed in all material respectsterms of this Agreement.
(bd) Each of the representations and warranties of Sellers as Seller will have delivered to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects Buyer a certificate dated as of the Closing Date as if made at and as signed by an officer of such date (except for those representations and warranties Seller to the effect that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables conditions set forth in Section 1.6(e8.02(a), Section 8.02(b) shall and Section 8.02(c) have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effectsatisfied.
(e) Seller will have delivered, or caused to be delivered, to Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained items and documents set forth in Sections 7.1(aSection 2.04(a), 7.1(b) and 7.1(d) have been fulfilled.
(f) Buyer shall No Educational Agency or Governmental Authority will have received confirmationadvised any of Seller, whether in writtenBuyer, oral the DVU Transferred Entities or electronic formthe University that it intends to (i) impose conditions on any required Pre‑Closing or Post-Closing Educational Consent, or otherwise impose conditions upon the DVU Transferred Entities or the University as a result of the transactions contemplated by this Agreement, that would materially impact or restrict the EPA has either approved manner in which the business is currently being operated, (ii) deny any required Post-Closing Educational Consent or pre-approved (iii) challenge or oppose the EPA Registration Updatetransactions contemplated by this Agreement.
(g) Seller will have delivered to Buyer shall have received evidence, in a written commitment (which commitment shall be unconditional except for payment form satisfactory to Buyer, that Seller is able to continue to obtain and provide the XXX XX following the Closing through the LC Requirement Expiration Date, as required under the ED Settlement, consistent with the terms of this Agreement and the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWFED Settlement, including the endorsements identified therein and subject no any replacement or new additional exceptions other than Permitted LiensXXX XX.
(h) Seller will have delivered to Buyer evidence of Seller’s receipt of a Final Program Review Determination (FPRD) letter issued by DOE with respect to the program review conducted at the University.
(i) Seller shall have received evidence provided documentation, in a form reasonably satisfactory to it Buyer, evidencing that the University and the DVU Transferred Entities are not reasonably likely to receive more than ninety percent of its revenues from the Title IV Programs (with such percentage calculated consistent with the DVU Transferred Entities’ current practice and in accordance with the methodology set forth at 34 C.F.R. §§ 668.14 and 668.28) during the period starting on July 1, 2017 and ending on June 30, 2018.
(j) There shall not have been any security interests material change in or liens on the assets cohort default rate of the Company granted University, as set forth on Schedule 3.22(e).
(k) Except as set forth on Schedule 8.02(k), the University and the DVU Transferred Entities shall not have lost or withdrawn from its participation in Title IV Programs, including with respect to Xxxxx Fargo Bankany or all of its educational programs, N.A. or be subject to a Compliance Review that could reasonably be expected to result in the loss of eligibility to receive Title IV funds for the Institution or location or any material educational program, or that could reasonably be expected to result in the loss of its Affiliates any Educational Approval that is needed to receive Title IV funds or that is needed in connection any credit facility with MGP Ingredients, Inc. or any order for students to be eligible to obtain licensure in their field of its Affiliates has been terminated and releasedstudy.
Appears in 1 contract
Samples: Stock Purchase Agreement (Adtalem Global Education Inc.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby Closing shall be subject to the satisfaction or waiver by Buyer on at or prior to the Closing Date of each of the following conditions, any and all of which may be waived in writing, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) Each of the (i) All representations and warranties of Sellers made by Seller contained in Article ARTICLE III (other than the Seller Fundamental Representations), without giving effect to any materiality, a Business Material Adverse Effect or similar qualifications, shall be true and correct in all respects as of the Original Date and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, and (ii) the Seller Fundamental Representations shall be true and correct in all material respects as of the Closing Original Date as if made and at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if though such Seller Fundamental Representations were made at and as of such date the Closing Date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties any representation or warranty that are not qualified by Material Adverse Effectits terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(b) Seller shall have performed or complied with, in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific daterespects, which representations shall be true at and as of such respective specific date); and each all of the covenants and agreements of Sellers and the Company required to be performed on or complied with by Seller at or prior to Closing under the Closing Date shall have been duly performed in all material respectsterms of this Agreement.
(c) Each of Since the deliverables set forth in Section 1.6(e) Original Date, no Effect shall have been delivered occurred and be continuing that has had, or paidwould reasonably be expected to have, as individually or in the case may beaggregate, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Business Material Adverse Effect.
(ed) Buyer Seller shall have been furnished with delivered to Buyer a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying Date signed by an officer of Seller to the effect that each of the conditions contained set forth in Sections 7.1(a), 7.1(bSection 8.01(c) and 7.1(dSection 8.02(a) through Section 8.02(c) have been fulfilledsatisfied.
(e) Seller shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.10(a).
(f) Buyer Seller shall have received confirmation, whether in written, oral transferred to Buyer or electronic form, that a Buyer Designee the EPA has either approved or pre-approved the EPA Registration Update.
(gOwned Real Property listed on Section 8.02(f) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted LiensSeller Disclosure Schedule.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be Closing is subject to the satisfaction of each of the following further conditions, any one or waiver more of which may be waived in writing by Buyer Buyer:
(a) (i) Seller shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing Date of each of the following conditions:
Date; (aii) Each of the representations and warranties of Sellers contained in Article III and Article IV this Agreement and in any certificate or other writing delivered by it pursuant hereto shall be true and correct in all material respects (or if such representation or warranty is already qualified by materiality, then in all respects) at and as of the Closing Date Date, as if made at and as of such date date; and (except for those representations and warranties that are made as of iii) Buyer shall have received a specific date, which representations and warranties certificate signed by Seller to the foregoing effect.
(b) Seller shall be true and correct as of such respective specific date), with have obtained all material Consents necessary to the same effect as though those representations and warranties had been made on and as consummation of the Transaction including, without limitation, any Consents necessary for the valid continuation of any Contract, and Seller shall have delivered to Buyer executed counterparts of all such Consents.
(c) All compensation, employment, severance or other similar agreements with any director, officer, consultant or employee of Seller working in the Business, the Company or Company Subsidiary in effect prior to the Closing Date; and each of the covenants and agreements of Sellers to be performed not identified on either Schedule 4.06(i) or Schedule 9.01(b) whether oral or written, shall have been terminated on or prior to the Closing Date Date.
(d) All management, consulting or other fee arrangements with any Person which is not an Affiliate of Seller and for whom any director of Seller also acts as a director, shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed terminated on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(e) Buyer Xxxxx Xxxxx shall have been furnished entered into an amended employment contract with a certificate executed by an authorized officer of the Sellers’ RepresentativeCompany on terms satisfactory to Buyer and shall be ready, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) willing and 7.1(d) have been fulfilledable to perform his obligations.
(f) Buyer The Seller shall have received confirmation, whether in written, oral or electronic form, delivered to Buyer evidence satisfactory to Buyer that the EPA has either approved or pre-approved Company and the EPA Registration UpdateCompany Subsidiary shall have enrolled with Austrac by November 28, 2011.
(g) Buyer The parties shall have received entered into a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue transition services agreement in a form satisfactory to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted LiensBuyer.
(h) Buyer The Company shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets Closing Date an accrual of not less than AU$850,000 for the Company granted to Xxxxx Fargo Bank, N.A. or any payment of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released2011 incentive compensation.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of Sellers contained in Article III shall be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to the Company contained in Article IV shall (i) in the case of those representations and warranties that are qualified by Material 50 Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(e) Buyer shall have been furnished with a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilled.
(f) Buyer shall have received confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-approved the EPA Registration Update.
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010XXXX-C25259888XXXXXXXXX-CWFXXX, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to Xxxxx Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and released.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions, any of which may be waived in writing by Buyer:
(a) Each of the representations and warranties of Sellers contained Seller set forth in Article III Section 2.5 shall be true and correct in all respects as of the Closing as if made on the Closing (except with respect to Section 2.5(b), any immaterial inaccuracies thereof for DIUS). Each of the representations and warranties of Seller set forth in Section 2.1 (Organization) (first, second and third sentences only), Section 2.2 (Authority), Section 2.6 (Subsidiaries) (first, second, third, fifth and sixth sentences only) and Section 2.21 (Brokers and Finders), shall be true and correct in all material respects as of the Closing Date as if made at and as of such date on the Closing (except for those representations and warranties that are any representation or warranty made as of with respect to a specific date, which representations and warranties shall be so true and correct as of only with respect to such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the . The other representations and warranties of Sellers as to the Company contained Seller Parent and Seller set forth in Article IV II and Section 7.1 of this Agreement shall (i) in the case of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects (determined without regard to any qualifications as to materiality or Company Material Adverse Effect or Fund Material Adverse Effect) as of the Closing Date as if though made at and as of such date time (except for those representations and warranties that are any representation or warranty made as of with respect to a specific date, which representations shall be so true and correct at and as of only with respect to such respective specific date), except for any failure(s) to be so true and (ii) correct that, individually or in the case of those representations aggregate, has not had and warranties that are would not qualified by be reasonably expected to have a Company Material Adverse Effect or a Fund Material Adverse Effect, be true ;
(b) Seller Parent and correct Seller shall have performed and complied in all material respects with its covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing;
(c) An appropriate senior officer of Seller Parent shall deliver to Buyer a certificate dated as of the Closing Date as if made at and as signed by him on behalf of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each Seller Parent confirming the satisfaction of the covenants conditions contained in paragraphs (a) and agreements (b) of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in this Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.5.2;
(d) Since the Most Recent Balance Sheet Date, there The Closing Revenue Run-Rate shall not have been a Material Adverse Effect.be less than 75% of the Base Revenue Run-Rate;
(e) Buyer Since the date hereof, no event, change, occurrence or circumstance shall have been furnished with occurred which, individually or in the aggregate, has had, or would reasonably be expected to have, a certificate executed by an authorized officer of the Sellers’ Representative, dated as of the Closing Date, certifying that the conditions contained in Sections 7.1(a), 7.1(b) and 7.1(d) have been fulfilled.Company Material Adverse Effect;
(f) APRA shall not have provided notice to Buyer of (i) its objection to the consummation of the purchase by Buyer of the Shares or (ii) the imposition of any burdensome and material financial restriction on Buyer in order for APRA not to have provided Buyer notice of such objection; provided, that (A) any objection by APRA on the grounds that the requirements of APRA Prudential Standard APS 120 (Securitisation) have not been complied with shall not constitute a notice or imposition for the purposes of clauses (i) or (ii) and (B) in the event that such notice is not provided by APRA in writing, (x) Buyer will request that APRA provide such notice in writing and (y) if APRA does not provide such written notice, Buyer shall have deliver to Seller a certificate of a senior executive officer of Buyer providing a summary, in reasonable detail, of the oral notice received confirmationfrom APRA and certifying that, whether based on such oral notice, the condition set forth in written, oral or electronic form, that the EPA this Section 5.2(f) has either approved or pre-approved the EPA Registration Update.not been satisfied; and
(g) Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of Seller and the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets appropriate member of the Company granted Group (or appropriate Affiliates thereof) shall have executed and delivered to Xxxxx Fargo Bank, N.A. or any Buyer all of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been terminated and releasedthe Ancillary Agreements to which they are parties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lincoln National Corp)
