Conditions to the Obligations of the Buyers. The obligations of the Buyers to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:
(a) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it on or prior to the Closing Date pursuant to the terms hereof.
(b) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, except to the extent that any such representation or warranty is made as of a specified date in which case such representation or warranty shall have been true and correct as of such date. The Company shall have delivered to the Buyers a certificate to the effect set forth in Sections 5.3(a) and (b).
(c) Since January 1, 1996, there shall have been no material adverse change in the financial condition, prospects or results of operations of the Company and the Subsidiaries considered as a whole.
(d) The Buyers shall have received fully executed copies of each of the Ancillary Agreements.
(e) The Buyers and their legal and financial advisors shall have completed their due diligence of the Company, GSV and any Subsidiaries of such entities, and the conclusions reached by such advisors is satisfactory to all of the Buyers.
(f) The size and composition of the Board of Directors shall be satisfactory to Buyers.
(g) All of the conditions to Closing set forth in Section 4.3 of the FAC/Exeter Securities Purchase Agreement shall have been satisfied or waived.
(h) The Buyers shall have received such other duly and validly executed documents and instruments in connection with the Closing as are reasonably requested by them.
(i) All necessary waivers, consents and approvals to or of the transactions contemplated by this Agreement or the FAC/Exeter Securities Purchase Agreement.
Conditions to the Obligations of the Buyers. The obligations of Buyer Parent to consummate, or cause to be consummated, the transactions contemplated by this Agreement are also subject to the satisfaction on or prior to the Closing Date of the following conditions, any one or more of which may be waived in writing by Buyer Parent:
(a) Seller Parent shall have performed and complied with, in all material respects, all of the obligations of Seller Parent to be performed or complied with at or prior to the Closing;
(b) (i) the Seller Parent’s Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and 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 be true and correct in all respects (other than de minimis inaccuracies) at and as of such date) and (ii) the representations and warranties of Seller Parent contained in Article III of this Agreement (other than Seller Parent’s Fundamental Representations and the representations and warranties set forth in Section 3.23(d)) without giving effect to materiality or Material Adverse Effect qualifications (provided, however, that the foregoing shall not apply to the applicable portions of Section 3.06(a), Section 3.07(b), Section 3.09(a) or the applicable portions of any of the other representations and warranties set forth in Article III requiring the listing of matters and which are qualified by materiality or similar qualifications) 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 described in this clause (ii) to be so true and correct would not reasonably be expected to, individually or in the aggregate, result in the one year loss of net sales revenues of the Automotive Thermal Products Business in excess of $31,210,000, and excluding, with respect to this clause (ii), any effects to the extent related to or arising from the coronavirus (COVID-19) pandemic;
(c) since the date of this Agreement, there shall not have occurred any Material Adverse Effect;
Conditions to the Obligations of the Buyers. The obligations of the Buyers to effect the Share Purchase and the Asset Purchase shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Buyers:
Conditions to the Obligations of the Buyers. 32 7.1 Representations and Warranties; Covenants and Agreements..............................32 7.2 No Injunction.........................................................................32 7.3 Third Party Consents..................................................................32 7.4 Regulatory Approvals..................................................................33 7.5 No Material Adverse Change............................................................33 7.6
Conditions to the Obligations of the Buyers. Each and every obligation of the Buyers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, unless waived in writing by the Buyers:
Conditions to the Obligations of the Buyers. The obligations of the ------------------------------------------- Buyers participating in a Closing to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to such Closing Date of the following additional conditions:
(a) The Company's Performance of Obligations. The Company shall have ---------------------------------------- performed in all respects its obligations under this Agreement required to be performed by it on or prior to such Closing Date pursuant to the terms hereof.
Conditions to the Obligations of the Buyers. The obligations of ------------------------------------------- the Buyers to effect the transactions contemplated by this Amendment shall be subject to the fulfillment at or prior to the Closing Date of the additional condition that the representations and warranties of the Company contained in this Amendment shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, except to the extent that any such representation or warranty is made as of a specified date in which case such representation or warranty shall have been true and correct in all material respects as of such date.
Conditions to the Obligations of the Buyers. The obligation of the Buyers to enter into and complete the Closings is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Buyers, in their sole and absolute discretion.
Conditions to the Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following further conditions (any one of which may be waived in whole or part by the Buyers, and provided that, if the Closing occurs, each of the following conditions shall be deemed to have been satisfied or waived by each of the Buyers):
(a) All conditions to the obligations of the Parent and the Merger Sub to consummate the Merger under Sections 7.1 and 7.2 of the Merger Agreement shall have been satisfied or waived in writing by the Parent and Merger Sub;
(i) each of the representations and warranties of the Sellers contained in this Agreement shall be true and correct in all material respects as of the Closing (as qualified, in the case of the representations and warranties contained in Article 2, by the Company Disclosure Schedule), except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct in all material respects as of such other date or time; and (ii) each Seller shall deliver to the Buyers at the Closing a certificate, dated as of the date of the Closing and signed by an authorized Person of such Seller, certifying to that effect; and
(c) the Sellers shall have performed in all material respects all of their material obligations under this Agreement required to be performed by them at or prior to the Closing Date.
Conditions to the Obligations of the Buyers. Section 8.2(m) of the Agreement is amended in its entirety to read as follows:
