Common use of Conditions to the Purchase and Sale Relating to Seller Clause in Contracts

Conditions to the Purchase and Sale Relating to Seller. The obligation of Seller at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Buyer contained in this Agreement (i) to the extent qualified by materiality, shall be true and correct and (ii) to the extent not qualified by materiality, shall be true and correct in all material respects when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true and correct in all material respects only as of such date, (ii) as permitted by this Agreement to change between the date of this Agreement and the Closing Date and (iii) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect for Seller and its Affiliates). (b) Each of the covenants of Buyer to be performed on or prior to the Closing Date shall have been duly performed in all material respects. (c) Seller shall have been furnished with a certificate of an authorized officer of Buyer, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.2(a) and 6.2(b) have been fulfilled. (d) There shall not have been issued and be in effect any material order, decree or judgment of any court or tribunal of competent jurisdiction which makes the consummation of the purchase and sale of the Business illegal except where the applicable order, decree or judgment is not reasonably likely to have a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to the extent legally permissible. (e) The waiting period required by the HSR Act, if applicable, and any extensions thereof obtained by request or other action of the FTC and/or the Antitrust Division, shall have expired or been terminated by the FTC and the Antitrust Division and (ii) any material consents, approvals, authorizations or actions of or by any Governmental Authority set forth on Schedule 6.2(e) and required to be obtained in order to consummate the transactions contemplated by this Agreement shall have been obtained (explicitly or by expiry of the applicable waiting period). (f) The matters set forth on Schedule 6.2(f) shall have occurred.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Crown Holdings Inc)

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Conditions to the Purchase and Sale Relating to Seller. The obligation obligations of Seller to consummate the sale of the Shares at the Closing to consummate the transactions as contemplated hereby by this Agreement shall be subject to the satisfaction of or waiver by Seller on or prior to the Closing Date of each of the following conditions: (a) Each each of the representations and warranties of Buyer contained in this Agreement (i) to the extent qualified by materiality, shall be true and correct and (ii) to the extent not qualified by materiality, shall be true and correct in all material respects when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need qualified by the terms “material”, “materially”, “Material Adverse Effect” or other similar qualifiers shall be true and correct in all material respects only as of such date, (ii) as permitted by this Agreement to change between the date of this Agreement and the Closing Date and (iii) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect for Seller and its Affiliates). (b) Each respects; each of the covenants and agreements of Buyer to be performed on or prior to the Closing Date shall have been duly performed in all material respects. (c) ; and Seller shall have been furnished with a certificate of an authorized officer of Buyer, received at the Closing certificates to that effect dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.2(a) Date and 6.2(b) have been fulfilledexecuted on behalf of Buyer by any Vice President of Buyer. (db) There there shall not have been issued and be in effect any material order, decree or judgment of or in any court or tribunal of competent jurisdiction which makes the consummation of the purchase and sale of the Business illegal except where Shares illegal. (c) all consents, approvals or orders of any governmental or regulatory authority (including, without limitation, any Department of Defense or Department of Energy approvals) the applicable order, decree or judgment granting of which is not reasonably likely to have a Material Adverse Effect if required for the consummation of the transactions contemplated by this Agreement were consummated to the extent legally permissible. (e) The waiting period required by the HSR Act, if applicable, and any extensions thereof obtained by request or other action of the FTC and/or the Antitrust Division, shall have expired or been terminated by the FTC and the Antitrust Division and (ii) any material consents, approvals, authorizations or actions of or by any Governmental Authority set forth on Schedule 6.2(e) and required to be obtained in order to consummate the transactions contemplated by this Agreement hereby shall have been obtained (explicitly or by expiry and all waiting periods specified under applicable law the expiration of the applicable waiting period)which is necessary for such consummation shall have passed. (fd) The matters set forth on Schedule 6.2(f) Buyer shall not have occurredcommenced a voluntary case under any Federal or state bankruptcy or insolvency law, Buyer shall not have made a general assignment for the benefit of creditors, and a decree or order for relief shall not have been entered by a court having jurisdiction in the premises in respect of Buyer in an involuntary case under any Federal or state bankruptcy or insolvency law and continued unstayed and in effect for a period of at least 20 days.

Appears in 1 contract

Samples: Stock Purchase Agreement (Johnson Controls Inc)

Conditions to the Purchase and Sale Relating to Seller. The obligation of Seller at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Buyer contained in this Agreement (i) to the extent qualified by materiality, shall be true and correct and (ii) to the extent not qualified by materiality, shall be true and correct in all material respects when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true and correct in all material respects only as of such date, date and (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date and (iii) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect for Seller and its AffiliatesDate). (b) Each of the covenants of Buyer to be performed on or prior to the Closing Date (disregarding any materiality qualifiers therein) shall have been duly performed in all material respects. (c) Seller shall have been furnished with a certificate of an authorized officer of Buyer, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.2(a) and 6.2(b) have been fulfilled. (d) There shall not have been issued and be in effect any material order, decree or judgment of any court or tribunal of competent jurisdiction which makes the consummation of the purchase and sale of the Business illegal except where Transferred Assets illegal. (d) The lessor under the applicable order, decree or judgment is not reasonably likely to Assumed Lease shall have a Material Adverse Effect if the transactions contemplated by this Agreement were consummated consented to the extent legally permissibletransfer of the Assumed Lease to Buyer. (e) The waiting period required by the HSR Act, if applicable, and any extensions thereof obtained by request or other action of the FTC and/or the Antitrust Division, Buyer shall have expired or been terminated by the FTC and the Antitrust Division and (ii) any material consents, approvals, authorizations or actions of or by any Governmental Authority set forth on Schedule 6.2(e) and required to be obtained in order to consummate the transactions contemplated by this Agreement shall have been obtained (explicitly or by expiry of the applicable waiting period)its AAAE Certification. (f) The matters set forth on Schedule 6.2(f) DHS shall have occurredapproved the transfer of Seller’s Safety Act Certification to Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (FLO Corp)

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Conditions to the Purchase and Sale Relating to Seller. The obligation of Seller at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction satisfaction, or waiver by Seller on Seller, at or prior to the Closing Date of each of the following conditions: (a) Each of the The representations and warranties of Buyer contained in this Agreement (i) to the extent qualified by materiality, shall be true and correct and (ii) to the extent not qualified by materiality, shall be true and correct in all material respects when made and as of the Closing DateClosing, with the same effect as though such representations and warranties had been made on at and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true and correct in all material respects only as of such date, (ii) as permitted by this Agreement to change between the date of this Agreement and the Closing Date and (iii) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect for Seller and its Affiliates). (b) Each of the covenants and agreements of Buyer to be performed on at or prior to the Closing Date shall have been duly performed in all material respects. (c) ; and Seller shall have been furnished with received at the Closing a certificate of an authorized officer of Buyer, to that effect dated as of the Closing Date, certifying to Date and executed on behalf of Buyer by the effect that the conditions contained in Sections 6.2(a) and 6.2(b) have been fulfilledPresident or Vice President. (db) There shall not have been issued and be in effect any material order, decree or judgment of or in any court or tribunal of competent jurisdiction which makes the consummation of the purchase and sale of the Business illegal except where the applicable order, decree or judgment is not reasonably likely to have a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to the extent legally permissible. (e) The waiting period hereby illegal; all governmental consents required by the HSR Act, if applicable, and any extensions thereof obtained by request or other action of the FTC and/or the Antitrust Division, shall have expired or been terminated by the FTC and the Antitrust Division and (ii) any material consents, approvals, authorizations or actions of or by any Governmental Authority set forth on Schedule 6.2(e) and required to be obtained in order to consummate the transactions contemplated by this Agreement shall have been obtained (explicitly received and all governmentally imposed waiting periods required to consummate such transactions shall have expired or by expiry of the applicable waiting period)terminated. (fc) Seller shall have received from Buyer: (i) The matters set forth Purchase Price; (ii) An opinion from Joseph J. Corasanti, legal xxxxxxx xxx Xxxxx, dated as of the Closing Date and substantially in the form shown on Schedule 6.2(fExhibit J. (iii) shall have occurredA Certificate of Good Standing for Buyer dated within 14 days prior to the Closing Date. (iv) Certified copies of Buyer's corporate resolutions authorizing the transactions contemplated hereby and by the Ancillary Agreements. (v) The appropriate HSR Act confirmation of filing letter. (vi) The Ancillary Agreements executed by Buyer. (vii) An incumbency certificate of Buyer. (viii) The VHA Assumption Agreement executed by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Conmed Corp)

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