CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. 7.1 All obligations of Seller hereunder are, at the option of Seller, subject to the conditions that, at the Closing Date:
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. 7.1 All obligations of Seller hereunder are, at the option of Seller, subject to the conditions that, at the Closing Date:
A. All representations and warranties made in this Agreement by Purchaser shall be true and correct as of the Closing Date in all material respects.
B. Purchaser shall have tendered the required documents and certificates at the Closing as set forth in Section 3 hereof.
C. The Purchase Price described in Section 2.3 hereof due at the Closing shall have been paid by Purchaser.
D. All corporate action necessary to authorize (A) the execution, delivery and performance by Purchaser of this Agreement and any other agreements or instruments contemplated hereby to which Purchaser is a party and (B) the consummation of the transactions and performance of its other obligations contemplated hereby and thereby shall have been duly and validly taken by Purchaser, and the Seller shall have been furnished with copies of all applicable resolutions adopted by the board of directors of Purchaser, certified by the Secretary or Assistant Secretary of Purchaser.
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. With respect to each Purchase Commitment, the obligations of Dell Technologies and Seller to consummate the transactions contemplated to be consummated at each Closing in accordance with the terms of Article I shall be subject, in each case, to the satisfaction (or written waiver by Dell Technologies and Seller to the extent permitted by applicable Law), on or prior to the applicable Closing Date, of each of the following conditions:
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. The obligations of Seller to close hereunder shall be subject to fulfillment prior to the Closing of the following conditions unless waived by Seller:
(a) Each of the representations and warranties of Buyers made in or pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date, except that such representations and warranties made as of a specific date need only be true as of such specified date, and each of the covenants and agreements of Buyers to be performed on or prior to Closing shall have been duly performed in all material respects;
(b) There shall be no Order by a Governmental Authority in existence that expressly prohibits any of the transactions contemplated by this Agreement;
(c) Buyers shall have delivered duly executed copies of the Assumption Agreement, Trademark Assignment, Copyright Assignment, Termination Agreement, Deed, Transitional Services Agreement, Settlement Termination Agreement, License Assignment Agreement, Joinder Agreements, License Agreement, Remediation Agreement and all other Closing deliveries contemplated by Section 3.3;
(d) Cott shall have obtained a title insurance policy from any reputable title insurance company licensed in the State of Georgia insuring the applicable Buyer's fee title to the Owned Real Property free and clear of all matters other than Permitted Encumbrances for an amount that is not greater than 150% of the current fair market value of the Owned Real Property; and
(e) The Phase II shall have been received by Seller and the Environmental Remedial Costs shall not be in excess of $3 million.
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. The obligation of Sellers to close this transaction are subject to the fulfillment prior to Closing of each of the following conditions, any of which may be waived in whole or in part by Seller:
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. The obligations of Seller to close hereunder shall be subject to satisfaction or waiver by Seller of the following conditions at or prior to the Closing:
(a) Each of the representations and warranties of Buyer made in or pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date, except that such representations and warranties expressly made as of a specific date need only be true as of such specified date, and each of the covenants and agreements of Buyer to be performed on or prior to Closing shall have been duly performed in all material respects.
(b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.
(c) Buyer shall have delivered, or caused to be delivered, to Seller at the Closing, duly executed copies of the Assignment and Assumption, and the other Closing deliveries contemplated by Section 4.3.
(d) Buyer or Buyer’s Parent shall not be experiencing a Buyer’s MAE.
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. (a) The obligation of Seller to close hereunder shall be subject to the satisfaction of each of the following conditions.
(i) Buyer shall have performed all of Buyer’s material obligations and covenants under this Agreement to be performed at or prior to the Closing, including without limitation the payment of all amounts to be paid by Buyer (including without limitation the Purchase Price) and the delivery of all documents to be delivered by Buyer (including without limitation the Xxxxxxx Release).
(ii) All of the representations and warranties of Buyer hereunder shall be true, complete and correct in all material respects.
(iii) There shall have occurred no default under the Operating Lease beyond any applicable notice and cure period, nor shall there have occurred any of the events described in Section 9.01 of the Operating Lease.
(iv) Seller shall have obtained the ISRA Compliance Instrument, as provided in Section 15.
(b) If any of the forgoing conditions are not satisfied, then Seller may elect (1) to terminate this Agreement, (2) to waive noncompliance with any such condition, or (3) with respect to a default by Buyer under this Agreement, the remedies available to Seller for a default by Buyer as set forth in Section 14.3 hereof:
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. 7.1 All obligations of Seller hereunder are, at the option of Seller, subject to the conditions that, at the Closing Date:
A. All representations and warranties made in their Agreement by Purchaser shall be true and correct as of the Closing Date in all material respects.
B. Purchaser shall have tendered the required documents and certificates at the Closing as set forth in Section 2.3 hereof.
C. All corporate action necessary to authorize (A) the execution, delivery and performance by Purchaser of their Agreement and any other agreements or instruments contemplated hereby to which Purchaser is a party and (B) the consummation of the transactions and performance of its other obligations contemplated hereby and thereby shall have been duly and validly taken by Purchaser, and the Seller shall have been furnished with copies of all applicable resolutions adopted by the board of directors of Purchaser, certified by the Secretary or Assistant Secretary of Purchaser.
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. The obligation of Seller to close hereunder shall be subject to satisfaction or waiver by Seller of the following conditions at or prior to the Closing:
(a) Buyer shall have delivered to Seller (or the Escrow Agent, as applicable) each of the items listed in Section 3.3;
(b) Each of the representations and warranties of Buyer made in or pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date;
(c) Buyer shall have fully performed and complied in all material respects with all of the covenants, obligations, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to the Closing;
(d) From the date hereof through the Closing Date there shall not have been any material adverse change in the business, assets, results of operations or financial condition of Buyer; and
(e) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall be pending the effect of which could restrain, prohibit or invalidate the transactions contemplated by this Agreement.
(f) All consents and approvals of all third parties and governmental agencies or authorities required for Buyer to consummate the transactions provided for in this Agreement, shall have been obtained.
