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Common use of Conditions to the Obligations of Sellers Clause in Contracts

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be subject to satisfaction of each of the following conditions, which may be waived in writing by TMM: (a) For purposes of this Section 8.3(a), the accuracy of the representations and warranties of KCS and KARA Sub set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties shall be true and correct in all material respects; (b) Each of KCS and KARA Sub shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) Each of KCS and KARA Sub shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b); (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 4 contracts

Samples: Acquisition Agreement (Grupo TMM Sa), Acquisition Agreement (TMM Holdings Sa De Cv), Acquisition Agreement (Grupo TMM Sa)

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Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be subject to satisfaction of each of the following conditions, any of which may be waived in writing by TMM: (a) For purposes of this Section 8.3(a), the accuracy of the representations and warranties of KCS and KARA Sub the KCS Purchasers set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties shall be true and correct in all material respects; (b) Each of KCS and KARA Sub the KCS Purchasers shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) Each of KCS and KARA Sub the KCS Purchasers shall have delivered to TMM a certificate, dated as of the Closing Date, signed on its behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer Officer, confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b); (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its material post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (ge) Since December 31, 20022003, there has shall not have been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect Effect, of which TMM did not have knowledge Knowledge prior to the date of this Agreement;; and (hf) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 3 contracts

Samples: Acquisition Agreement (Mexican Railway Transportation Group), Acquisition Agreement (Grupo TMM Sa), Acquisition Agreement (Kansas City Southern)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers to consummate the Acquisition transactions contemplated by this Agreement shall be subject to satisfaction the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by TMMSellers in their sole discretion: (a) For purposes of this Section 8.3(a), the accuracy of the The representations and warranties of KCS and KARA Sub set forth Purchaser contained in this Agreement shall be assessed true and correct in all material respects as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect Closing, as though all such representations and warranties had been made again on at and as of the Closing Date (providedClosing, however, that the except for representations and or warranties that speak made as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties , which shall be true and correct in all material respects;respects as of such date. (b) Each of KCS and KARA Sub Purchaser shall have performed and or complied in all material respects with all agreementsobligations, covenants, obligations agreements and conditions required by covenants contained in this Agreement as to be performed which performance or complied with compliance by it at or Purchaser is required prior to or at the Closing Date;. (c) Each No injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of KCS and KARA Sub the transactions contemplated hereby or granting damages in connection therewith, shall have delivered been issued and remain in force, and no suit, action or other proceeding (instituted by a Person other than any Seller) shall be pending before any Governmental Authority or threatened that seeks to TMM a certificaterestrain, dated as enjoin or otherwise prohibit the consummation of the Closing Date, signed on behalf of KCS transactions contemplated by this Agreement or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b);recover damages from Sellers resulting therefrom. (d) Each With respect to the Preliminary Closing, all conditions precedent for the Closing and the consummation of the Ancillary Agreements transactions contemplated by the Contribution Agreement (other than the Preliminary Closing) shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;satisfied. (e) TMM With respect to the Secondary Closing, (i) the Preliminary Closing shall have received an opinion dated been consummated and (ii) the transactions contemplated by the Contribution Agreement shall be consummated concurrently with the Secondary Closing Date as part of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM;same transaction. (f) There Each holder of Preferred Stock, Common Stock and Options shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected tohave executed and delivered such holder’s signature page(s) prevent KCS from performing any of its post-Closing obligations under to this Agreement or any Ancillary the Contribution Agreement or both such agreements, such that all issued and outstanding shares of Preferred Stock, vested Common Stock and vested Options will be sold to Purchaser hereunder and/or contributed to Parent under the Contribution Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM Closing. Each Seller shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party completed the schedule attached to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andSeller’s signature page hereto. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Laredo Petroleum - Dallas, Inc.), Stock Purchase and Sale Agreement (Laredo Petroleum Holdings, Inc.)

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be transactions contemplated hereby is subject to the satisfaction of each of the following conditions, any one or more of which may be waived in writing by TMMSellers: (a) For purposes of this Section 8.3(a)Sellers Approvals shall have been duly made, the accuracy given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of KCS and KARA Sub set forth Buyer contained in this Agreement (other than those contained in Section 5.2, which shall be assessed true and correct in all respects) shall be true in all material respects as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect Closing, as though all if made anew at and as of that time (other than such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak expressly address matters only as of a specific date other than the date of this Agreement shall speak certain date, which need only be true as of such certain date) and such representations and warranties shall be true and correct in all without giving effect to the words “material” or “material respectsadverse effect; (bc) Each of KCS and KARA Sub Buyer shall have performed and or complied in all material respects with all agreements, covenants, obligations of the covenants and conditions agreements required by this Agreement to be performed or complied with by it at Buyer on or prior to before the Closing DateClosing; (cd) Each of KCS and KARA Sub Buyer shall have delivered to TMM Sellers a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of certifying that the conditions contained specified in Sections 8.3(aSection 8.2(b) and 8.3(b); (dc) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Timefulfilled; (e) TMM No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have received an opinion dated been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the Closing Date consummation of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCSthe transactions contemplated hereby shall be in effect, and Xxx Xxxxxxxno investigation, Associate General Counsel action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to KCS, restrain or prohibit the consummation of the transactions contemplated hereby or to recover damages in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMMconnection therewith; (f) There Buyer shall not exist any event or combination have delivered to Sellers all of events thatthe documents, individually or in certificates and other instruments required to be delivered under, and otherwise complied with the aggregateprovisions of, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective TimeSection 2.3(c); (g) Since December 31Sellers shall have received a true and complete copy, 2002certified by the secretary of the General Partner, there has not been any KCS Material Adverse Effect or any development or combination of developments thatresolutions duly and validly adopted by the board of directors of the General Partner, individually or in evidencing authorization of the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date execution and delivery of this AgreementAgreement and the consummation of the transactions contemplated hereby; (h) TMM Sellers and Buyer shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party entered into an amendment to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or Omnibus Agreement in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as form of the Closing DateExhibit A; (i) TMM Affiliates of Sellers shall have received entered into NGL sale/purchase agreements with the consents Companies pursuant to which such Affiliates of Sellers have agreed to sell and the holders applicable Company has agreed to purchase NGLs generated by and/or owned by such Affiliates of the 2003 Notes Sellers on terms reasonably acceptable to Buyer and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consentsSellers; and. (j) TMM The waiting period applicable to the consummation of the transaction contemplated hereby under the HSR Act shall have received the release referred to in Section 7.15expired or have been terminated.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Targa Resources, Inc.), Purchase and Sale Agreement (Targa Resources Partners LP)

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be transactions contemplated by this Agreement are subject to the satisfaction of each of the following additional conditions, any one or more of which may be waived in writing by TMMFair: (a) For purposes of this Section 8.3(a), the accuracy (i) each of the representations and warranties of KCS contained in Section 4.1 (Corporate Organization) and KARA Sub set forth in this Agreement Section 4.2 (Due Authorization) shall be assessed as of the date of this Agreement true and shall be assessed correct in all respects as of the Closing Date Date, as if made anew at and as of that date, except with the same effect as though all such respect to representations and warranties had been made again on which speak as to another date, which representations and warranties shall be true and correct in all respects at and as of such date, in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect; and (ii) each of the other representations and warranties contained in ARTICLE IV shall be true and correct in all material respects as of the Closing Date (providedDate, howeveras if made anew at and as of that date, that the except with respect to representations and warranties that which speak as of a specific date other than the date of this Agreement shall speak only as of such to another date) and such , which representations and warranties shall be true and correct in all material respectsrespects at and as of such date, in each case disregarding all qualifications contained therein relating to materiality or Material Adverse Effect; (b) Each each of KCS and KARA Sub shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement the covenants of Buyer to be performed or complied with by it at or prior to the Closing Dateshall have been performed in all material respects; (c) Each of KCS and KARA Sub Buyer shall have delivered to TMM Fair a certificatecertificate signed by an officer of Buyer, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of certifying that the conditions contained specified in Sections 8.3(aSection 7.3(a) and 8.3(b);Section 7.3(b) have been fulfilled; and (d) Each of the Ancillary Agreements Buyer shall have been duly executed and delivered by or on behalf of KCSto Fair the Ancillary Agreements, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at including the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to documents referenced in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and2.8(b). (j) TMM shall have received the release referred to in Section 7.15.

Appears in 2 contracts

Samples: Equity and Asset Purchase Agreement (Shift Technologies, Inc.), Asset Purchase Agreement (Shift Technologies, Inc.)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers to consummate proceed with the Acquisition shall be Closing contemplated hereby are subject to the satisfaction at or prior to Closing of each all of the following conditions, which may be waived in writing by TMM: (a) For purposes of this Section 8.3(a), the accuracy of the All representations and warranties of KCS and KARA Sub set forth Purchaser contained in this Agreement shall be assessed as of the date of this Agreement true and shall be assessed correct in all material respects at and as of the Closing Date with the same effect as though all such representations and warranties had been were made again on at and as of the Closing Date (Date, provided, however, that the representations and warranties that speak as if any portion of a specific date other than the date any such representation or warranty is already qualified by materiality, for purposes of determining whether this Agreement shall speak only as condition has been satisfied with respect to such portion of such date) and representation or warranty, such representations and warranties portion of such representation or warranty as so qualified shall be true and correct in all material respects; (b) Each of KCS , and KARA Sub Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations of the covenants and agreements and satisfied all the conditions required by this Agreement to be performed or performed, complied with or satisfied by it at or prior to the Closing Date; and Sellers shall have received a certificate dated the Closing Date and signed by the President or a Vice President of Purchaser to the foregoing effect. (b) Purchaser shall have delivered to Sellers each of the following documents: (1) certified articles of incorporation or formation, as applicable, of Purchaser and the Guarantor; (2) appropriate board, shareholder, member resolutions, and other similar documents in order to approve and implement fully the transactions contemplated hereunder in form reasonably satisfactory to counsel for Sellers; and (3) copies of all Purchaser's consents. (c) Each of KCS and KARA Sub Sellers shall have delivered received all of Sellers' Consents, in form and substance acceptable to TMM Sellers and Purchaser, including a certificaterelease of Sellers by the counterparties to the Contracts of any liability thereunder and a release of the continuing guaranty executed by Texas LNG, dated as September 21, 2004, in favor of the Closing Date, signed on behalf of KCS or KARA Subvarious Entergy affiliates, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained described in Sections 8.3(a) and 8.3(bSchedule 5.1(n);. (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an executed opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx from Sheppard, Mullin, Xxxxxxx & XxxxxxxxxHampton, LLP, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCSfor Purchaser, in the form and as substance to the matters effect as set forth on in Exhibit H-1 8.2(d). (e) The Collateral Agreements shall have been executed and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM;delivered by the parties thereto. (f) There shall have occurred no bankruptcy or similar event with respect to Purchaser. (g) (i) None of the Sellers or Purchaser, or their respective, owners, partners, members or shareholders shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no Action shall have been instituted before any court or Governmental Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the Parties shall have received written notice from any Governmental Authority of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) there shall not exist be any event pending or combination of events thatthreatened litigation, individually suit, action or in the aggregate, will (or proceeding by any Person which would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement to limit or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS have a Material Adverse Effect on Sellers' ownership of the Assets or any development or combination the conduct of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge Business prior to the date Closing, and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Authority, which would prevent or make illegal the consummation of the transactions contemplated hereby. [***] Confidential portions of this Agreement;document have been redacted and filed separately with the Commission. (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party All actions to contracts be taken by Purchaser in connection with KCS or any of its Subsidiaries that are required in respect the consummation of the transactions to be consummated at Closingcontemplated hereby and all certificates, other than those thatopinions, if not obtainedinstruments, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain documents required to effect the transactions contemplated hereby will be reasonably satisfactory in full force form and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes substance to Sellers and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andSeller's counsel. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clean Energy Fuels Corp.)

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, any one or more of which may be waived in writing by TMMboth Sellers: (a) For purposes of this Buyer shall have delivered to Sellers all agreements, instruments and documents required to be delivered by Buyer pursuant to Section 8.3(a2.3(c); (b) The Buyer Approvals shall have been duly made, the accuracy given or obtained and shall be in full force and effect; (c) Each of the representations and warranties of KCS and KARA Sub set forth Buyer contained in this Agreement shall be assessed as of the date of this Agreement true and shall be assessed correct as of the Closing Date Date, with the same effect as though all such representations and warranties had been made again on at and as of the Closing Date such time (provided, however, that the other than representations and warranties that speak as of a another specific date other than or time (including, for the avoidance of doubt, any representation or warranty specified herein as being made as of or through the date of this Agreement shall speak Agreement), which need only as of such date) and such representations and warranties shall be true and correct as of such date or time) except where the failure to be so true and correct (without regard to any materiality qualifications set forth in any such representation or warranty) would not reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby; (d) Buyer shall have performed or complied, in all material respects; (b) Each of KCS and KARA Sub shall have performed and complied in all material respects , with all agreements, covenants, obligations of the covenants and conditions agreements required by this Agreement to be performed or complied with by it at Buyer on or prior to before the Closing DateClosing; (ce) Each of KCS and KARA Sub Buyer shall have delivered to TMM Sellers a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of certifying that the conditions contained specified in Sections 8.3(aSection 8.3(c) and 8.3(b); (dSection 8.3(d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM;fulfilled; and (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM Sellers shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andAudited 2010 Financial Statements. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Paa Natural Gas Storage Lp)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers to consummate the Acquisition shall be Transaction contemplated hereby are subject to the satisfaction of each (or waiver by Seller) of the following conditions, which may be waived in writing by TMM: (a) For purposes of this Section 8.3(a), the accuracy of the representations and warranties of KCS and KARA Sub set forth in this Agreement HealthStar shall be assessed as of the date of this Agreement true and shall be assessed accurate as of the Closing Date with the same effect as though all such representations and warranties had been if made again on at and as of the Closing Date such time (provided, however, that the other than those representations and warranties that speak address matters only as of a particular date or only with respect to a specific date other than the date period of this Agreement shall speak time which need to be true and accurate only as of such date) and date or with respect to such representations and warranties shall be true and correct in all material respectsperiod); (b) Each of KCS and KARA Sub HealthStar shall have performed and complied in all material respects with all agreements, covenants, of the obligations and conditions hereunder required by this Agreement to be performed or complied with by it HealthStar, at or prior to the Closing Date; (c) Each of KCS and KARA Sub Sellers shall have delivered to TMM received (i) a certificatecertificate signed by two duly authorized executive officers of HealthStar, dated as of the Closing Date, signed on behalf to the effect that, to the best of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of their Knowledge the conditions contained set forth in Sections Section 8.3(a) and Section 8.3(b)) have been satisfied and (ii) a certificate of the secretary or assistant secretary of HealthStar certifying that each officer was authorized under HealthStar's bylaws to sign the certificate in his or her capacity as stated in the officer's certificate; (d) Each of At the Ancillary Agreements Closing, HealthStar Shares shall have been duly executed continue to be listed on the NASD OTC Bulletin Board and delivered no inquiry or proceeding by or on behalf of KCS, and Sellers the NASD shall have no reasonable basis then be in progress for belief that any the possible delisting of such agreements shall not become effective at the Effective Time;shares; and (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to since the date of this Agreement, there shall not have been commenced or threatened against HealthStar or against any Person affiliated with HealthStar, any proceeding; (h1) TMM shall have received copies of all involving any challenge to, or seeking damages or other consentsrelief in connection with, approvalsthe Transaction contemplated hereunder, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries or (2) that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction contemplated hereunder or having a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andon HealthStar. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Share Exchange Agreement (Healthstar Corp /Ut/)

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, any one or more of which may be waived in writing by TMMSellers: (a) For purposes of this Section 8.3(a)The Seller Approvals and the Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the accuracy HSR Act shall have expired or otherwise been terminated; (b) All of the representations and warranties of KCS and KARA Sub set forth Buyers contained in this Agreement shall be assessed true and correct in all respects as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect Closing, as though all if made anew at and as of that time (other than such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak expressly address matters only as of a specific date other than the date of this Agreement shall speak certain date, which need only be true as of such certain date) and such representations and warranties shall be true and correct in all material respects; (b) Each of KCS and KARA Sub shall have performed and complied in all material respects with all agreements), covenants, obligations and conditions required by this Agreement except where the failure to be performed or complied with by it at or prior to the Closing Date; (c) Each of KCS and KARA Sub shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b); (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, so true would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect on the ability of Buyers to consummate the Closing; (c) Buyers shall have performed or complied with all of the covenants and agreements required by this Agreement to be performed or complied with by Buyers on or before the Closing, except where the failure to perform or comply would not reasonably be expected to have a Material Adverse Effect on the ability of Buyers to consummate the Closing; (d) Each Buyer shall have delivered to Sellers a certificate from an officer of such consents Buyer, dated the Closing Date, certifying that the conditions specified in Section 8.2(b) and other items 8.2(c) have been fulfilled; (e) Each Buyer shall remain in full force and effect have delivered to Sellers a certificate from the Secretary of such Buyer dated as of the Closing DateDate attaching and certifying the Organizational Documents and authorizing resolutions of such Buyer and certifying the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (if) TMM Each Buyer shall have received delivered to Sellers a good standing certificate of recent date for such Buyer from its state of organization; and (g) There shall not be in force any Law, injunction, judgment, order, decree, ruling, or charge restraining or prohibiting the consents consummation of the holders transactions contemplated by this Agreement or any investigation, suit, action or proceeding pending or threatened by any Governmental Authority or other Person seeking to enjoin or restrain consummation of the 2003 Notes and of the 2006 Notes referred transactions contemplated hereby or to recover damages in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andconnection therewith. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Southern Union Co)

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate effect the Acquisition transactions contemplated by this Agreement shall be subject to satisfaction of each the fulfillment (or waiver by Sellers) on or prior to the Closing Date of the following conditions, which may be waived in writing by TMM: (a) For purposes of this Section 8.3(a), the accuracy of the representations all agreements and warranties of KCS and KARA Sub set forth in covenants required by this Agreement shall to be assessed as of the date of this Agreement and shall be assessed as of complied with or performed by Buyer at or prior to the Closing Date shall have been complied with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties shall be true and correct performed in all material respects; (b) Each all of KCS the representations and KARA Sub warranties of Buyer contained in this Agreement (i) that are qualified as to material adverse effect, materiality or other similar qualifications, shall have performed be true and complied correct in all respects as of the Closing as if made at and as of such time (except to the extent a different time expressly is stated therein, in which case they shall be so true and correct at such time) and (ii) that are not so qualified shall be true and correct in all material respects with all agreements, covenants, obligations as of the Closing as if made at and conditions required by this Agreement to be performed or complied with by it at or prior as of such time (except to the Closing Dateextent a different time expressly is stated therein in which case they shall be so true and correct at such time); (c) Each of KCS all filing, approval and KARA Sub waiting period requirements under the Federal Power Act, if any, shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b)been satisfied; (d) Each all of the Ancillary Agreements Specified Consents shall have been duly executed and delivered by or on behalf of KCSobtained, and Sellers MDEP shall have no reasonable basis for belief that any (i) executed an amendment to the Landfill Letter of such agreements shall not become effective at Credit authorizing its cancellation as of the Effective TimeTime and (ii) surrendered to Sellers or their designee for cancellation the Landfill Letter of Credit; (e) TMM there shall have received an opinion dated not be any effective preliminary or permanent injunction or other order issued by any Governmental Entity which enjoins the Closing Date consummation of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in any of the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM;transactions contemplated by this Agreement; and (f) There shall not exist any event Buyer or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM Companies shall have received copies of all other consentsduly executed and delivered, approvalsor caused to be duly executed and delivered, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS Sellers the Transaction Documents to which the Buyer or any of its Subsidiaries that Affiliates are required in respect of a party, and shall have delivered or caused to be delivered such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andcontemplated by this Agreement. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Verso Paper Corp.)

Conditions to the Obligations of Sellers. The Sellers’ obligation of Sellers to consummate the Acquisition shall be transactions contemplated by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, which may be waived in writing by TMM: (a) For purposes The FCC Consent shall have been obtained, shall be in full force and effect and shall be free of any conditions that are materially adverse to any business of Sellers or any Affiliate of Sellers. The Parties agree that any condition requiring Sellers or any Affiliate of Sellers to continue providing a commercial mobile radio service in the areas covered by the Licenses beyond the later of November 15, 2015 or one-hundred eighty five (185) days following the FCC Consent shall be considered to be materially adverse to the business of Sellers. (b) All consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the transactions contemplated by this Section 8.3(a)Agreement shall have been obtained, the accuracy shall be in full force and effect and shall be free of the any conditions that are materially adverse to any business of Sellers or any Affiliate of Sellers (c) The representations and warranties of KCS and KARA Sub set forth in this Agreement Purchaser contained herein shall be assessed as of the date of this Agreement true and shall be assessed correct in all material respects as of the Closing Date with the same effect as though all such representations and warranties had been if made again on and as of the Closing Date (provided, however, except that the representations and warranties that speak are made as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties shall need be so true and correct in all material respects;respects only as of such date), and Sellers shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser. (bd) Each of KCS and KARA Sub No action, suit, investigation or proceeding (except for any action, suit, investigation or proceeding relating to FCC matters, which shall be governed solely by the condition set forth in Section 6.1(a)) shall have performed been instituted to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (e) The covenants and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement agreements of Purchaser to be performed or complied with by it at on or prior to the Closing Date; (c) Each of KCS and KARA Sub shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b); (d) Each of the Ancillary Agreements under this Agreement shall have been duly executed and delivered by or on behalf of KCSperformed in all material respects, and Sellers shall have no reasonable basis for belief that any of received a certificate to such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion effect dated the Closing Date and executed by a duly authorized officer of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel Purchaser. (f) Purchaser shall have delivered to KCSSellers the Purchase Price by wire transfer of immediately available funds. (g) Purchaser shall have delivered to Sellers an Instrument of Assignment substantially in the form set forth in Exhibit A, and Xxx Xxxxxxx, Associate General Counsel to KCSsuch other duly executed documents of transfer, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are substance reasonably acceptable to TMM; (f) There shall not exist any event or combination of events thatSeller, individually or in as may be necessary to consummate the aggregatetransactions contemplated hereby and to validly assign all rights authorizations, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations titles and interests in, under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior and to the date Licenses to Purchaser, free and clear of this Agreement;all Liens. (h) TMM Purchaser shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party delivered to contracts with KCS Sellers the Spectrum Lease. If Purchaser assigns its right to receive either or any of its Subsidiaries that are required in respect both of the transactions Licenses, the obligation of Sellers to assign such License(s) at Closing shall be consummated at Closing, other than those that, if not obtained, would not, individually or contingent upon the FCC having consented to the short term de facto transfer lease of such spectrum from Purchaser’s assignee to the applicable Seller for the term envisioned by the preceding sentence and the delivery by Purchaser of a Short Term De Facto Transfer Lease providing for such leasing arrangement substantially in the aggregateform set forth in Exhibit B, reasonably which shall be expected to have considered a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as Spectrum Lease for purposes of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andthis Agreement. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: License Purchase Agreement (Ntelos Holdings Corp.)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers each Seller to consummate the Acquisition shall be Contemplated Transactions are subject to the satisfaction of each of the following conditions, which may be waived in writing by TMMconditions on or before the Closing Date: (a) For purposes of this Section 8.3(a), the accuracy each of the representations and warranties of KCS and KARA Sub Fundamental Representations set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties Article 4 shall be true and correct in all material respects;respects as of the date hereof and as of the Closing Date (except that representations and warranties that are made as of a specific date need only be true and correct as of such date). (b) Each each of KCS the representations and KARA Sub warranties set forth in Article 4, excluding the Fundamental Representations, without regard to any materiality, Material Adverse Effect or similar qualifiers contained therein, shall be true and correct as of the date hereof and as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except where the failure of any such representations and warranties to be true and correct would not materially prevent or delay the ability of Purchaser to perform its obligations under this Agreement or to consummate the Contemplated Transactions in accordance with the terms hereof; (c) Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations the covenants and conditions agreements required by this Agreement to be performed or complied with by it Purchaser under this Agreement at or prior to the Closing Date; (c) Each of KCS and KARA Sub shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b)Closing; (d) Each no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other Order issued by any court of the Ancillary Agreements competent jurisdiction or other Governmental Authority shall have been duly executed and delivered by enacted or on behalf entered into after the date hereof that would prevent the consummation of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;Contemplated Transactions; and (e) TMM Purchaser shall have received an opinion dated delivered or caused to be delivered, as applicable, each of the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, items set forth in the form and as Section 2.4(b). Any condition specified in this Section 6.1 may be waived (to the matters extent permissible under Applicable Law) by Seller Parent on behalf of the Sellers; provided, however, that no such waiver will be effective unless it is set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andwriting executed by Seller Parent. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Harsco Corp)

Conditions to the Obligations of Sellers. The Each and every obligation of Sellers to consummate the Acquisition hereunder shall be subject to satisfaction the satisfaction, as of Closing, of each of the following conditions, each of which may can be waived by Sellers, but only in writing by TMMwriting: (a) For purposes of this Section 8.3(a), the accuracy All of the representations and warranties of KCS and KARA Sub Buyer set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties Article IV above shall be true and correct as of the date hereof and shall be deemed to have been made again at Closing and shall then be true and correct; (b) Each of the covenants and other obligations of Buyer to be performed by it on or before Closing pursuant to the terms hereof shall have been duly performed and complied with in all material respects; (bc) Each No action, suit, or proceeding shall be pending before any court or governmental agency or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of KCS and KARA Sub shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at or prior to the Closing Date; (c) Each of KCS and KARA Sub charge shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained be in Sections 8.3(a) and 8.3(beffect); (d) Each Buyer shall have delivered to Sellers a certificate, in form reasonably satisfactory to Sellers, to the effect that each of the Ancillary Agreements shall have conditions specified above in Section 8.2(a)-(c) has been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;satisfied in all respects; and (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel All actions to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, be taken by Buyer in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, connection with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect consummation of the transactions to be consummated at Closingcontemplated hereby and all certificates, other than those thatopinions, if not obtainedinstruments, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain documents required to effect the transactions contemplated hereby are reasonably satisfactory in full force form and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred substance to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andSellers. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Asset Purchase Agreement (Graymark Healthcare, Inc.)

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Conditions to the Obligations of Sellers. The obligation of ---------------------------------------- Sellers to consummate the Acquisition transactions contemplated to occur at the Closing shall be subject further conditioned upon the satisfaction or fulfillment, at or prior to satisfaction of each the Closing, of the following conditions, which may be unless waived in writing by TMMSellers: (a) For purposes of this Section 8.3(a), the accuracy of the The representations and warranties of KCS and KARA Sub set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties Company contained herein shall be true and correct in all material respects;respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct), in each case when made and at and as of the Closing (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) with the same force and effect as though made at and as of such time. (b) Each of KCS and KARA Sub The Company shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions agreements contained herein required by this Agreement to be performed or complied with by it at or prior to before the Closing Date;Closing. (c) Each An officer of KCS and KARA Sub the Company shall have delivered to TMM Sellers a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, certifying as to the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction fulfillment of the conditions contained set forth in Sections 8.3(aparagraphs (a) and 8.3(b);(b) above as to the Company. (d) Each of the Ancillary Agreements The Company shall have been duly executed and delivered by or on behalf furnished Sellers with an opinion of KCScounsel, and Sellers shall have no reasonable basis for belief that any dated the Closing Date, in substantially the form of such agreements shall not become effective at the Effective Time;Exhibit C. (e) TMM All corporate and other proceedings of the Company in connection with the Tritel License Transfer and the other transactions contemplated hereby, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to Sellers, and the Company shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxxdelivered to Sellers such receipts, counsel to KCSdocuments, instruments and Xxx Xxxxxxx, Associate General Counsel to KCScertificates, in the form and as substance reasonably satisfactory to the matters set forth on Exhibit H-1 and H-2Sellers, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM Sellers shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andrequested. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: License Acquisition Agreement (Tritel Finance Inc)

Conditions to the Obligations of Sellers. The obligation of Sellers to consummate the Acquisition shall be transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, any one or more of which may be waived in writing by TMMSellers: (a) For purposes of this Section 8.3(a), the accuracy Each of the representations and warranties of KCS and KARA Sub SEMG contained in this Agreement (without regard to any material adverse effect or materiality qualifications set forth in this Agreement any such representations and warranties) shall be assessed as of the date of this Agreement true and shall be assessed correct as of the Closing Date with the same effect as though all such representations and warranties had been made again on at and as of the Closing Date such time (provided, however, that the other than representations and warranties that speak as of a another specific date other than or time (including, for the avoidance of doubt, any representation or warranty specified herein as being made as of or through the date of this Agreement shall speak (ignoring for this purpose the statement in the introductory clause of Article V concerning “as of the date of this Agreement”)), which need only be true and correct as of such date) date or time), except to the extent that any and all failures of such representations and warranties to be so true and correct, taken as a whole, would not reasonably be expected to have a material adverse effect on SEMG or either Buyer’s ability to consummate the Transactions; and each of the Buyer Fundamental Representations shall be true and correct in all material respectsrespects as of the Closing Date as though made at and as of such time; (b) Each of KCS SEMG and KARA Sub Buyers shall have performed and complied or complied, in all material respects respects, with all agreements, covenants, obligations of the covenants and conditions agreements required by this Agreement to be performed or complied with by it at SEMG or prior to Buyers on or before the Closing Date;Closing; and (c) Each of KCS and KARA Sub Buyers shall have delivered to TMM Sellers a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of certifying that the conditions contained specified in Sections this Section 8.3(a) and Section 8.3(b); (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andfulfilled. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SemGroup Corp)

Conditions to the Obligations of Sellers. The obligation of Sellers each Seller to consummate the Acquisition shall be transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, any one or more of which may be waived in writing by TMMsuch Seller: (a) For purposes Buyer shall have delivered (or shall be ready, willing and able to deliver) to Sellers’ Representative all agreements, instruments and documents required to be delivered by Buyer pursuant to Section 2.4(c); (b) Each of this Section 8.3(a), the accuracy of (i) the representations and warranties of KCS and KARA Sub made by Buyer in Article V (other than Buyer Fundamental Representations) (without regard to any material adverse effect or materiality qualifications set forth in this Agreement any such representations and warranties) shall be assessed as of the date of this Agreement true, correct and shall be assessed complete in all material respects as of the Closing Date with the same effect as though all such representations and warranties had been made again on at and as of the Closing Date such time (provided, however, that the other than representations and warranties that speak as of a another specific date other than or time (including, for the date avoidance of this Agreement shall speak doubt, any representation or warranty specified herein as being made as of or through the Execution Date), which need only be true, correct and complete as of such date) date or time), except to the extent that any and all failures of such representations and warranties to be so true, correct and complete as of the Closing Date, taken as a whole, would not have a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, and (ii) the Buyer Fundamental Representations shall be true true, correct and complete in all respects as of the Closing Date as though made at and as of such time (other than representations and warranties that speak as of another specific date or time (including, for the avoidance of doubt, any representation or warranty specified herein as being made as of or through the Execution Date), which need only be true, correct and complete as of such date or time); (c) Buyer shall have performed or complied, in all material respects; (b) Each of KCS and KARA Sub shall have performed and complied in all material respects , with all agreements, covenants, obligations of the covenants and conditions agreements required by this Agreement to be performed or complied with by it at Buyer on or prior to before the Closing Date;Closing; and (cd) Each of KCS and KARA Sub Buyer shall have delivered to TMM Sellers’ Representative a certificate, duly executed certificate dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of representing that the conditions contained specified in Sections 8.3(aSection 8.3(b) and 8.3(b); (dSection 8.3(c) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andfulfilled. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (NextEra Energy Partners, LP)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers to consummate the Acquisition shall be transactions contemplated by this Agreement are subject to the satisfaction of each all of the following conditions, which may be conditions (except to the extent any such conditions are expressly waived by Sellers in writing by TMM:writing): (ai) For purposes of this Section 8.3(a), the accuracy of the The representations and warranties of KCS and KARA Sub Buyer set forth in this Agreement Section 8(b) shall be assessed as of the date of this Agreement true and shall be assessed correct in all material respects as of the Closing Date with the same effect Date, as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the other than those representations and warranties that speak are made as of a specific date other than the date of this Agreement shall speak only as of such date) and such , which representations and warranties shall be have been true and correct in all material respectsrespects as of such date); (bii) Each of KCS and KARA Sub Buyer shall have performed and complied in all material respects with all agreementsof the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (iii) The Parties shall have received the following approvals: (A) The applicable waiting periods, covenantsif any, obligations under the HSR Act shall have expired or been terminated; (B) all approvals and conditions authorizations required to be obtained from the FCC for the consummation of the transactions contemplated hereby shall have been obtained and shall have become Final Orders; and (C) all other third party consents required to be obtained from any Governmental Authority for the consummation of the transactions contemplated hereby shall have been obtained. (iv) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be performed or complied with rescinded; and (v) Buyer shall have delivered to Sellers a certificate from a duly authorized officer of Buyer, dated as of the Closing Date, stating that the applicable conditions specified in subsections (i) and (ii) of this Section 7(b) have been satisfied; (vi) Buyer shall have delivered to Sellers a certificate issued by it at or the applicable Governmental Authority in Buyer’s jurisdiction of incorporation evidencing the good standing of Buyer in such jurisdiction as of a date that is no more than five (5) business days prior to the Closing Date; (cvii) Each of KCS and KARA Sub shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b); (d) Each of the Ancillary Agreements The Transition Services Agreement shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;Buyer; and (eviii) TMM shall have received an opinion dated Execution and delivery of appropriate instruments of sale and assignment of the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, Spectrum Assets and such other documents and instruments as Sellers or their counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, may reasonably request in connection with the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect consummation of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; andcontemplated hereby. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacific DataVision, Inc.)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers to consummate the Acquisition shall be transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, which may be unless waived in whole or in part in writing by TMMSellers: (a) For purposes of this Section 8.3(a), the accuracy of the The representations and warranties of KCS and KARA Sub Purchaser set forth in this Agreement agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be assessed so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this Agreement agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (providedexcept for any representation or warranty that is limited to an earlier date, however, that the representations in which case such representation or warranty shall have been true and warranties that speak as of a specific date other than the date of this Agreement shall speak correct only as of such earlier date) and such representations and warranties shall be true and correct in all material respects); (b) Each of KCS and KARA Sub shall Purchaser must have performed and complied in all material respects with all agreements, covenants, obligations under its covenants and conditions agreements required by this Agreement agreement to be performed or complied with by it at or prior to Purchaser before the Closing Date; (c) Each of KCS and KARA Sub shall Purchaser must have delivered to TMM Sellers a certificate, dated as of the Closing Date, Date and signed on behalf by an authorized representative of KCS or KARA SubPurchaser, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming to the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b)the foregoing subsections; (d) Each of the Ancillary Agreements shall Sellers must have been duly received executed consents as set forth in Schedules 3.1(c) and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time(d) in form reasonably satisfactory to Sellers; (e) TMM shall Sellers must have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and executed consents as to the matters set forth on Exhibit H-1 in Schedules 3.2(c) and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM(d); (f) There shall not exist any event or combination Sellers must have received evidence of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any effectiveness of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective TimeD&O Tail Policy; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to Sellers shall have received a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this AgreementMutual Release executed by Purchaser; (h) TMM shall Sellers must have received copies evidence that the Senior Subordinated Notes of all other consents, approvals, authorizations, qualifications SG-GN and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or SG-LTE in the aggregate, reasonably be expected to aggregate principal amount of $13,250,000 have a KCS Material Adverse Effect been retired and such consents and other items shall remain paid in full force and effect as of including all accrued interest through the Closing Date; (i) TMM Sellers shall have received the consents of Valuation Research Opinion on or before the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and.Closing Date; (j) TMM shall Purchaser must have received delivered to Sellers or other specified persons the release referred documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (k) There must not be in Section 7.15effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (l) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Goodman Networks Inc)

Conditions to the Obligations of Sellers. The obligation of Sellers Sellers, CAC and NSA to consummate effect the Acquisition transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Sellers, CAC and NSA) on or prior to the Closing Date of each of the following conditions, which may be waived in writing by TMM: (a) For purposes No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Section 8.3(a)Agreement shall be in effect. No governmental action shall have been taken and no statute, rule or regulation shall have been enacted by any Governmental Authority that makes the accuracy consummation of the transactions contemplated by this Agreement illegal. (b) Each of the representations and warranties of KCS any Purchaser, GAH II, and KARA Sub set forth NAAC contained in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties shall be true and correct in all material respects;respects at and as of the Closing, with the same effect as though those representations and warranties had been made at and as of the Closing. (bc) Each of KCS Purchasers, GAH II, and KARA Sub NAAC shall have duly performed and complied in all material respects with all agreements, covenants, obligations covenants and conditions required by agreements contained in this Agreement that are required to be performed or complied with by it them at or prior to before the Closing Date;Closing. (cd) Each of KCS and KARA Sub Purchasers shall have delivered to TMM Sellers a certificate, dated as of the Closing DateDate and signed by an executive officer of each of Gramercy, signed on behalf of KCS or KARA SubGAH, GAH II, and NAAC, as to the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction fulfillment of the conditions contained set forth in Sections 8.3(a5.2(b) and 8.3(b(c); (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;. (e) TMM GOJ shall have received (i) consented in writing to the SAB Equity Purchase and (ii) entered into an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCSagreement with CAC, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are substance reasonably acceptable to TMM;CAC, terminating in its entirety the Undertaking of Century Aluminum Company, dated September 30, 2004 delivered to the GOJ by CAC, and releasing CAC from any and all Liabilities thereunder. (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM Purchasers shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party delivered or caused to contracts with KCS or any of its Subsidiaries that are required in respect be delivered each of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in documents required by Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and1.7. (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Securities Purchase Agreement (Noranda Aluminum Holding CORP)

Conditions to the Obligations of Sellers. The obligation obligations of Sellers Seller Parent to consummate consummate, or cause to be consummated, the Acquisition shall be transactions contemplated by this Agreement are also subject to the satisfaction of each on or prior to the Closing Date of the following conditions, any one or more of which may be waived in writing by TMMSeller Parent: (a) For purposes of this Section 8.3(a)Buyer Parent shall have performed and complied with, the accuracy in all material respects, all of the representations and warranties obligations of KCS and KARA Sub set forth in this Agreement shall Buyer Parent to be assessed as of performed or complied with at or prior to the date of this Agreement and shall be assessed as of Closing; (i) the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties Buyer Parent’s Fundamental Representations shall be true and correct in all material respects; respects (bother than de minimis inaccuracies) Each as of KCS the date hereof and KARA Sub as of the Closing as if made at and as of the Closing (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall have performed be true and complied correct (other than de minimis inaccuracies) in all material respects with all agreements, covenants, obligations at and conditions required by as of such date) and (ii) the representations and warranties of Buyer Parent contained in Article IV of this Agreement (other than Buyer Parent’s Fundamental Representations), shall be true and correct as of the date hereof and as of the Closing (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be true and correct at and as of such date), except where the failure of such representations and warranties to be performed so true and correct would not reasonably be expected to, individually or complied with by in the aggregate, prevent or materially delay the ability of Buyer Parent and Buyers to enter into and perform its obligations under the Transaction Documents to which it at is a party or prior to consummate the Closing Datetransactions contemplated hereby; (c) Each of KCS and KARA Sub Seller Parent shall have delivered to TMM received a certificate, dated as of the Closing DateDate and signed by a duly authorized officer of Seller Parent, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction certifying that each of the conditions contained set forth in Sections 8.3(aSection 8.03(a) and 8.3(b);Section 8.03(b) and is satisfied as of the Closing; and (d) Each each of the Ancillary Agreements shall have been duly executed and documents or other items to be delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS Buyer Parent or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (iAffiliates under Section 2.03(d) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to been delivered in accordance with Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and2.03(d). (j) TMM shall have received the release referred to in Section 7.15.

Appears in 1 contract

Samples: Securities and Asset Purchase Agreement (Modine Manufacturing Co)

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