Conditions to the Obligations of the Parties Hereunder. The respective ------------------------------------------------------ obligations of the Investors to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, each of which is for the benefit of and any of which may be waived by the Investors: (a) Subject to Section 4.9, Holding shall have determined that all the conditions to the consummation of the Merger (as set forth in the Merger Agreement) have been satisfied or waived by the necessary party to the Merger Agreement; and (b) the representations and warranties of Holding and Newco contained herein shall be correct and complete in all material respects as of the Contribution Closing to the same extent as though made on and as of such date.
Appears in 3 contracts
Samples: Contribution and Voting Agreement (Cb Richard Ellis Services Inc), Contribution and Voting Agreement (Blum Capital Partners Lp), Contribution and Voting Agreement (Cbre Holding Inc)
Conditions to the Obligations of the Parties Hereunder. The ------------------------------------------------------ respective ------------------------------------------------------ obligations of the Investors to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, each of which is for the benefit of and any of which may be waived by the Investors:
(a) Subject to Section 4.9, Holding shall have determined that all the conditions to the consummation of the Merger (as set forth in the Merger Agreement) have been satisfied or waived by the necessary party to the Merger Agreement; and
(b) the representations and warranties of Holding and Newco contained herein shall be correct and complete in all material respects as of the Contribution Closing to the same extent as though made on and as of such date.
Appears in 2 contracts
Samples: Contribution and Voting Agreement (Wardlaw William M), Contribution and Voting Agreement (Fs Equity Partners Iii Lp)
Conditions to the Obligations of the Parties Hereunder. The respective ------------------------------------------------------ obligations of the Investors to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, each of which is for the benefit of and any of which may be waived by the Investors:
(a) Subject to Section 4.9, Holding shall have determined that all the conditions to the consummation of the Merger (as set forth in the Merger Agreement) have been satisfied or waived by the necessary party to the Merger Agreement; and
(b) the representations and warranties of Holding and Newco contained herein shall be correct and complete in all material respects as of the Contribution Closing to the same extent as though made on and as of such date.
Appears in 2 contracts
Samples: Contribution and Voting Agreement (Cb Richard Ellis Services Inc), Contribution and Voting Agreement (Blum Capital Partners Lp)
Conditions to the Obligations of the Parties Hereunder. The ---- ------------------------------------------------------ respective ------------------------------------------------------ obligations of the Investors to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, each of which is for the benefit of and any of which may be waived by the Investors:
(a) Subject to Section 4.9, Holding shall have determined that all the conditions to the consummation of the Merger (as set forth in the Merger Agreement) have been satisfied or waived by the necessary party to the Merger Agreement; and
(b) the representations and warranties of Holding and Newco contained herein shall be correct and complete in all material respects as of the Contribution Closing to the same extent as though made on and as of such date.
Appears in 1 contract
Samples: Contribution and Voting Agreement (Cbre Holding Inc)