Conditions to the Obligation of Sellers. The obligation of each Seller to sell the Shares that it has agreed to sell to Purchaser at the Initial Closing is subject to the satisfaction, at or before the Initial Closing, of each of the following conditions; provided, that each such condition is for the sole benefit of each Seller, individually, and may be waived by such Seller solely as to such Seller’s proposed sale of Shares hereunder, at any time in its sole discretion by causing the Seller Representative to provide Purchaser with written notice thereof; provided further, however, that Purchaser shall not be required to close the Initial Purchase unless all such conditions have either been satisfied in full, or waived by all Sellers:
(a) Purchaser shall have delivered to each Seller the amount set forth opposite such Seller’s name on the Initial Purchase Schedule, in accordance with Section 1.3;
(b) The representations and warranties of Purchaser set forth in Section 6 shall be true and correct in all material respects as of the date made and as of the Initial Closing Date as though made at that time, and Purchaser shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the Initial Closing;
(c) The Purchaser shall have delivered to the Seller Representative a certificate, dated the Closing Date and signed by an authorized officer of the Purchaser, as to the matters set forth in Section 1.4(b); and
(d) The disinterested directors of the Company shall have approved a definitive agreement with respect to a business alliance between Purchaser and the Company, substantially in the form of attached Exhibit A (the “Business Alliance Agreement”) by resolution at a duly held board meeting.
Conditions to the Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Sellers on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of Buyer and Merger Sub contained in Article V shall be true and correct in all material respects as of the Closing Date as if made at and on such date (except for those representations and warranties that are made at a specific date, which representations and warranties shall be true and correct at and 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 Buyer and Merger Sub to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(b) Each of the deliverables set forth in Section 1.6(f) shall have been delivered or paid, as the case may be.
(c) Sellers shall have been furnished with a certificate executed by an authorized officer of Buyer, dated as of the Closing Date, certifying that the conditions contained in Section 7.2(a) have been fulfilled.
(d) SEACOR Holdings, Inc. and its Affiliates (other than the Company) shall have been fully and unconditionally released from any and all obligations under the Surety Bonds.
Conditions to the Obligation of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date;
(b) the representations and warranties of Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made at such time; and
(c) Buyer shall have furnished to Sellers a certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer to the effect that all conditions set forth in Sections 8.2(a) and (b) have been satisfied.
Conditions to the Obligation of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions, except to the extent waived in writing by Sellers: ARTICLE
Conditions to the Obligation of Sellers. The obligation of each Seller --------------------------------------- to effect the Transactions shall be further subject to the fulfillment on or before the Closing Date of the following conditions, any one or more of which may be waived by Sellers:
(a) Each of the obligations of Purchaser to be performed by it on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed on or before the Closing Date in all material respects.
(b) All actions required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement, and the consummation of the Transactions shall have been duly and validly taken.
(c) No order of any court or governmental agency or body shall be in effect which restrains or prohibits the Transactions and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or body or other regulatory or administrative agency or commission, challenging any of the Transactions or seeking monetary or other relief by reason of the consummation of such Transactions.
(d) The representations and warranties of Purchaser contained in this Agreement shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to, such date.
Conditions to the Obligation of Sellers. The obligation of Sellers to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by Sellers:
(a) Buyer shall have complied in all material respects with its covenants and agreements contained herein and each of its representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the Closing Date and shall then be true in all material respects (unless otherwise qualified by materiality, and in such case, shall be true and correct) and Sellers shall have received a certificate, dated the Closing Date, of an executive officer of Buyer certifying as to such matters.
(b) All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been approved by counsel to Sellers and such counsel shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated herein.
(c) No suit, action or other proceeding shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions in connection herewith.
(d) The waiting period under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereunder shall have expired or been terminated.
Conditions to the Obligation of Sellers. The obligation of Sellers to complete the transactions contemplated hereunder is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (each of which is acknowledged to be for the exclusive benefit of Sellers and may be waived by them in whole or in part):
(a) the representations and warranties of Vision contained herein shall be true and correct as at the Closing Date;
(b) Vision shall have performed all its obligations under this Agreement to be performed by it on or prior to the Closing Date and Vision shall not be in breach of any agreement on its part contained in this Agreement; and
(c) all documents relating to the due authorization and completion of the transactions contemplated hereby and all actions and proceedings taken on or prior to the Closing Date in connection with the performance by Vision of its obligations under this Agreement shall be satisfactory to Sellers and their counsel and Sellers shall have received copies of all such documents or other evidence as they may reasonably request in form and substance satisfactory to Sellers and their counsel. If any of the conditions contained in Section 8.2 hereof shall not be fulfilled or performed on or before the Closing Date to the reasonable satisfaction of Sellers, Sellers may, by written notice to Vision, terminate all their obligations hereunder.
Conditions to the Obligation of Sellers. The obligation of Sellers to consummate the transactions provided for in this Agreement shall be subject to the fulfillment, on or prior to the Closing Date, of the following additional conditions:
(a) Purchaser shall have performed and complied in all material respects with all obligations and agreements required to be performed and complied with by it under this Agreement on or prior to Closing Date;
(b) the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made at and as of such date, except that any representations and warranties that are qualified by standards of materiality shall be true and correct on and as of the Closing Date;
(c) Sellers Representatives shall have received a certificate signed by a senior executive officer of Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.02(a) and Section 6.02(b) above have been satisfied; and
(d) Purchaser shall have executed and delivered the Escrow Agreement to Seller Representatives and Escrow Agent.
Conditions to the Obligation of Sellers. The obligation of Sellers to deliver the items set forth in Section 6.1 is subject to the fulfillment or waiver prior to or at Closing (in Sellers' sole discretion), of the following conditions:
Conditions to the Obligation of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement is subject to the fulfillment by Buyer or written waiver by Sellers at or prior to the Closing Date of the following conditions:
(a) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date, including without limitation Buyer's delivery obligations as set forth in Section 3.2; and
(b) the representations and warranties of Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made at such time except (i) for changes expressly permitted by this Agreement and (ii) to the extent that any representation and warranty is made as of a specified date (other than Signing), in which case such representation and warranty shall be true in all material respects as of such date and (iii) for results of actions directly or indirectly under the authority or supervision of the Plant Manager so long as the Plant Manager is an employee of Buyer or its Affiliates; and
(c) Buyer shall have furnished to Sellers a certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer to the effect that all conditions set forth in Sections 9.2(a) and (b) above have been satisfied.
