Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII hereof shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; (b) The Purchasers shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or before the Closing; (c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and (d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following: (i) the Purchase Price set forth in Section 3.1; (ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied; (iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent; (iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and (v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Remec Inc), Asset Purchase Agreement (Powerwave Technologies Inc)
Conditions to the Seller’s Obligations. The obligation At the Closing, the Buyer shall deliver:
(i) certified copies of the Sellers resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to consummate which it is a party, and the Transactions is subject to the satisfaction consummation of all transactions contemplated hereby and thereby;
(ii) a certificate of an authorized officer of the following conditions Buyer in the form set forth in Exhibit E, dated as of the Closing Date:
Closing, stating that: (ai) The all of the representations and warranties set forth in Article VII hereof shall be VI that are qualified as to materiality or words of similar import are true and correct in all respects at respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout (except where such representations and warranties (except for expressly relate to an earlier date, in which case such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be have been true and correct as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or before the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from to the President Buyer’s knowledge, no action or Chief Executive Officer proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the Purchaser Parenttransactions contemplated hereby, dated declare unlawful the Closing Date, stating that the preconditions specified in transactions contemplated by this Section 4.3 have been satisfiedAgreement or would reasonably be expected to cause such transactions to be rescinded;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each Estimated Purchase Price as certified by the Secretary of the Purchaser Parent;contemplated in Section 1.02 above; and
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days such other documents reasonably requested by the Representative for the consummation of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parenttransactions contemplated hereby.
Appears in 2 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Inergy L P)
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate affect the Transactions is Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions as of the Closing Dateconditions:
(a) The Each of the representations and warranties set forth made by Purchaser in Article VII hereof this Agreement that is qualified by reference to materiality or Purchaser Material Adverse Effect shall be true and correct in all respects respects, and each of the other representations and warranties made by Purchaser in this Agreement shall by true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Date as though then if made and as though the Closing Date were substituted for the on that date of this Agreement throughout such representations and warranties (except for such in any case that representations and warranties that expressly speak specifically as of the a specified date hereof or as of another date, which shall time need only be true and correct as of such datespecified date or time), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;.
(b) The Purchasers Purchaser shall have performed and complied with, in all material respects with all of the covenants respects, each agreement, covenant and agreements obligation required by this Agreement to be so performed or complied with by each of them under this Agreement on Purchaser at or before the Closing;Closing (including, without limitation, delivering to the Sellers the items set forth in Section 2.8).
(c) The Sellers Since the date of this Agreement, no event, circumstance or change shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxoccurred, counsel that individually or in the aggregate with one (1) or more other events, circumstances or changes, have had or reasonably could be expected to the Purchasershave, in substantially the form attached hereto as Exhibit E; anda Purchaser Material Adverse Effect.
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) Sellers a certificate from the President or Chief Executive Officer of the Purchaser Parentcertificate, dated the Closing DateDate and duly executed by Purchaser’s Chief Executive Officer, stating in form and substance reasonably satisfactory to the Sellers, to the effect that the preconditions specified conditions set forth in this Section 4.3 clauses (a) and (b) above have been satisfied;.
(iiie) Purchaser shall have delivered to the Sellers a certificate of the corporate secretary of Purchaser attaching thereto a true, correct and complete copy of (A) the resolutions of the board of directors of Purchaser authorizing the Purchaser Parent approving execution, delivery and performance of this Agreement, the Transactions, (B) a copy Transaction Documents and the consummation of the Articles transactions contemplated hereby and thereby.
(f) Purchaser shall have delivered to the Sellers a certificate of Incorporation (or equivalent governing document) for the good standing with respect to Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified issued by the Secretary of State of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated State of Florida as of or a date within ten three (103) business days Business Days of the Closing Date.
(g) Purchaser shall have deposited cash with HSBC in an aggregate amount equal to 105%, as or such lesser percentage agreed to in writing by HSBC, of the good standing and qualification to do business face value of the Purchaser Parent in each jurisdiction in Cash Collateralized Letters of Credit and HSBC shall release to the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived Sellers any cash previously deposited by the Sellers to cash collateralize the Purchaser Cash Collateralized Letters of Credit.
(h) Purchaser and the Escrow Agent (or, if the Escrow Agent is unable or unwilling to serve in their sole discretion; provided that no such waiver capacity, an alternative escrow agent reasonably satisfactory to the Sellers) shall be effective unless it is set forth in a writing executed by have entered into and delivered the Seller ParentEscrow Agreement.
(i) Purchaser shall have entered into and delivered the Transition Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rafaella Apparel Group,inc.), Asset Purchase Agreement (Perry Ellis International Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by EPOD in writing) of the following conditions as of the Closing Date:
(a) The Each of the representations and warranties set forth in Article VII hereof shall Section 6 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warranties (except for such representations and warranties any representation or warranty that speak specifically as of the date hereof or as of another expressly relates to a specific prior date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Buyer under this Agreement on at or before prior to the Closing;
(c) The There shall be no proceeding commenced or threatened against the Buyer or Sellers shall have received an opinion involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement.
(d) On or before The pro forma consolidated financial statements of the Closing DateBuyer shall have been completed in accordance with the Exchange Act (as defined below), and the Purchaser Parent rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted.
(e) Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC;
(f) The Buyer shall have delivered to the Seller Parent all of Sellers the following:
(i) the Purchase Price items set forth in Section 3.1;4.03.
(iig) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement The Buyer and the Xxxx of Sale. Any condition specified in this Section 4.3 may EPOD Shareholders shall have surrendered the Cancellation Shares to EPOD and shall cause the Cancellation shares to be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentcancelled.
Appears in 2 contracts
Samples: Stock Purchase Agreement (EPOD Solar Inc.), Stock Purchase Agreement (EPOD Solar Inc.)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Closing Date:
(a) The the representations and warranties set forth in Article VII hereof shall be have been true and correct in all material respects at as of the date of this Agreement and as of the Closing Date as though then made and as though the Closing Date were substituted except for the date of this Agreement throughout such those representations and warranties which expressly relate to an earlier date (except for such representations and warranties that speak specifically as of the date hereof or as of another date, in which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in case such representations and warranties shall be disregardedhave been true and correct in all material respects as of such earlier date);
(b) The Purchasers the Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Purchaser under this Agreement on at or before prior to the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) Sellers a certificate from the President or Chief Executive Officer signed by an officer of the Purchaser Parentin the form of Exhibit G, dated as of the Closing Date, stating certifying that the preconditions conditions specified in this Section 4.3 Sections 4.02(a) and 4.02(b) have been satisfied;
(iiid) the Purchaser shall have delivered to the Sellers a copy certificate in the form of Exhibit H signed by the Secretary or the Assistant Secretary of the Purchaser certifying as to (Ai) the certificate of incorporation and bylaws (or equivalent governing documents) of the Purchaser, (ii) the resolutions of adopted by the board of directors of the Purchaser Parent approving regarding this Agreement and the Transactions, transactions contemplated hereby and (Biii) a copy the names and signatures of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) officers of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as authorized to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualifiedsign this Agreement; and
(ve) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing each have been executed by the Seller ParentEscrow Agent and the Purchaser and shall have been delivered to the Sellers.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Huntsman International LLC)
Conditions to the Seller’s Obligations. The obligation If the conditions set forth in Section 6.1 of this Agreement have been satisfied, then the Sellers obligations of Seller to sell the Property to Purchaser and to consummate the Transactions is transactions contemplated by this Agreement are subject to the satisfaction of the following conditions satisfaction, at all times prior to and as of the Closing Datewith respect to the Property (or such other time period specified below), of each of the following conditions:
(a) The All of the representations and warranties of Purchaser set forth in Article VII hereof this Agreement shall be true and correct in at all respects times prior to, at and as of of, the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;material respects.
(b) The Purchasers Purchaser shall have performed delivered, performed, observed and complied in all material respects with with, all of the covenants items, instruments, documents, covenants, agreements and agreements conditions required by this Agreement to be performed delivered, performed, observed and complied with by each of them under this Agreement on it prior to, or before as of, the Closing;.
(c) The Sellers Purchaser shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have received been filed against it.
(d) Purchaser shall have entered into an opinion employment contract with Xxx Xxxxxxx contingent upon closing of counsel from Xxxxxxxxx Xxxxx the sale under this Agreement or compensate Xxx Xxxxxxx & Xxxxxfor one year salary and benefits in the event Purchaser, counsel in its sole discretion, decides not to the Purchasers, hire Xxx Xxxxxxx.
(e) Purchaser shall execute and deliver to Seller a certificate in substantially the same form as that attached hereto as Exhibit E; and
H (dSellers Due Diligence Certificate) On or before the Closing Date, the Purchaser Parent shall have delivered indicating that it has and/or had complete and unrestricted access to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentProperty, dated the Closing DateBusiness Agreements, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) and Seller’s accounting records for the Purchaser Parent, purpose of conducting its due diligence investigations and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where that it is so qualified; and
(v) executed copies of the Escrow Agreement satisfied with and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no accepts all such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentinvestigations and reports.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Peak Resorts Inc), Agreement of Sale and Purchase (Peak Resorts Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions Closing is subject to the satisfaction of each of the following additional conditions as of immediately prior to the Closing DateClosing:
(ai) The representations and warranties set forth of the Purchaser made in Article VII hereof this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) as of the date hereof or and on and as of another datethe Closing Date, as though made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time (which shall need only be true and correct in all material respects as of such datedate or time), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers Purchaser shall have performed and or complied in all material respects with all of the obligations and covenants and agreements required by this Agreement to be performed or complied with by each the Purchaser by the time of them under this Agreement on or before the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, and the Purchaser Parent shall have delivered to the Seller Parent all Sellers a certificate in the form of EXHIBIT 2C(i) attached hereto dated the Closing Date and signed by a senior executive officer of each of the following:
(i) Purchaser confirming the Purchase Price set forth in Section 3.1foregoing;
(ii) a certificate from Monarch Timber LLC and the President purchaser or Chief Executive Officer owner of each of the Purchaser Parent, dated Timberlands Properties shall have executed and delivered to BC and/or one or more of its Subsidiaries (as designated by BC) each of the Closing Date, stating that Supply Agreements and each of the preconditions specified Supply Agreements shall be in this Section 4.3 have been satisfiedfull force and effect;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent[intentionally omitted];
(iv) certificates FPH and the Sellers shall have received from appropriate authorities, dated as of or within ten (10) business days the Purchaser and each Purchaser Designated Entity an executed counterpart of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualifiedIndemnification Side Letter; and
(v) The appropriate Target Company shall have executed copies an agreement providing for an easement in favor of the Escrow Agreement applicable Sellers (or an Affiliate, if applicable), its successors and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived assigns over roads on property owned by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.applicable Target Company or its Affiliates, on terms reasonably acceptable to Purchaser and
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.), Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate sell the Transactions Units is subject to the satisfaction (or waiver by the Sellers) on or prior to the Closing Date of the following conditions as of the Closing Dateconditions:
(a) The representations and warranties set forth of Buyer made in Article VII hereof this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made and as though on the Closing Date were substituted for Date, except to the date of this Agreement throughout extent such representations and warranties expressly relate to an earlier date (except for such representations and warranties that speak specifically as of the date hereof or as of another date, in which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in case such representations and warranties shall be disregardedtrue and correct in all material respects, on and as of such earlier date);
(b) The Purchasers Buyer shall have performed and or complied in all material respects with all of the obligations and covenants and agreements required by this Agreement to be performed or complied with by each of them under this Agreement on or before Buyer by the ClosingClosing Date;
(c) The Sellers Golar Partners shall have received entered into an opinion agreement pursuant to which it shall guarantee 50% of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, indebtedness of Hilli Corp under the Hilli Facility for so long as the Hilli Facility remains in substantially the form attached hereto as Exhibit Eeffect; and
(d) On or before All proceedings to be taken in connection with the Closing Datetransactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Sellers and their counsel, and the Purchaser Parent Sellers shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed received copies of all such documents and other evidence as they may reasonably request in order to establish the Escrow Agreement consummation of such transactions and the Xxxx taking of Sale. Any condition specified all proceedings in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentconnection therewith.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Golar LNG LTD), Purchase and Sale Agreement (Golar LNG Partners LP)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or the Seller Representative’s waiver) of the following conditions as of the Closing Date:
(a) The representations and warranties set forth of the Buyer contained in Article VII hereof shall Sections 5.01 and 5.02 will be true and correct in all respects at and as of the time of the Closing, as if made on the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such Sections 5.01 and 5.02, except (i) for changes expressly contemplated by this Agreement, and (ii) for those representations and warranties that address matters as of any other particular date (except for in which case such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be have been true and correct as of such particular date);
(b) The representations and warranties of the Buyer contained in ARTICLE 5 other than in Sections 5.01 and 5.02 hereof shall have been true and correct in all material respects as of the date of this Agreement and as of the Closing Date, except (i) for changes expressly contemplated by this Agreement, and (ii) for those representations and warranties that address matters only as of the date of this Agreement or any inaccuracies other particular date (in which case such representations and warranties will be disregarded if the circumstances giving rise to shall have been true and correct in all material respects as of such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; providedparticular date), however it being understood that, for purposes of determining the accuracy of such representations and warranties, all qualifications based on the word “Material Adverse Effectmaterial” qualifications and other materiality qualifications or similar phrases contained in such representations and warranties shall be disregarded;
(bc) The Purchasers the Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them it under this Agreement on at or before prior to the Closing;
(cd) The Sellers the Buyer shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel executed and delivered the Escrow Agreement to the PurchasersSeller Representative;
(e) all material governmental filings, in substantially consents, authorizations and approvals that are required for the form consummation of the transactions contemplated hereby and set forth on Schedule 9.01(f) attached hereto as Exhibit Eshall have been made and obtained;
(f) any applicable waiting period under the HSR Act, including any extension, shall have expired or shall have been earlier terminated;
(g) no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order 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 rescinded; and
(dh) On or before the Closing Date, the Purchaser Parent Buyer shall have delivered to the Seller Parent all Sellers a certificate of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentBuyer, dated the Closing Date, stating that the preconditions conditions specified in this Section 4.3 Sections 9.02(a), 9.02(b), and 9.02(c), as they relate to the Buyer, have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers and the Corporations to consummate the Transactions is transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing of each of the following conditions as of the Closing Dateconditions:
(a) 7.3.1 The representations and warranties of the Purchasers set forth in Article VII hereof V shall be true and correct in all material respects at (other than representations and warranties which are qualified as to materiality and Material Adverse Change, which representations and warranties shall be true in all respects) on the date hereof and on and as of the Closing Date as though then made on and as though of the Closing Date were substituted (except for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically made as of the date hereof or as of another a specified date, which shall be true and correct measured only as of such specified date), except that any inaccuracies in where the failure of such representations and warranties will to be disregarded if the circumstances so true and correct (without giving rise effect to all such inaccuracies (considered collectively) do not constitute any limitations as to "materiality" or a Material Adverse Effect on Change set forth therein) does not have and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Change with respect to the Purchasers; provided, however that, for purposes of determining provided that the accuracy of such representations and warrantieswarranties set forth in Sections 5.2 and 5.3 shall be t rue and correct in all material respects (other than representations and warranties which are qualified as to materiality, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such which representations and warranties shall be disregarded;true in all respects) on the date hereof and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be measured as of such specified date).
(b) 7.3.2 The Purchasers shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with all of the covenants and agreements required each covenant to be performed and complied with by each of them under this Agreement on at or before prior to the Closing;.
(c) The Sellers shall have received an opinion 7.3.3 Prior to or at the Closing, each of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent Purchasers shall have delivered to the Seller Parent all of the following:
(i) a certificate of the Purchase Price set forth President or a Vice President of such Purchaser, dated the Closing Date, to the effect that (1) the person signing such certificate is familiar with this Agreement and (2) to the best of such person's knowledge, the conditions specified in Section 3.1;Sections 7.3.1 and 7.3.2 have been satisfied; and
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentSecretary or Assistant Secretary of such Purchaser, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing incumbency of any officer of such Purchaser executing this Agreement or any document related hereto and qualification to do business setting forth the certificate of incorporation and in the case of the Purchaser Parent in each jurisdiction Purchaser, its code of regulations, and in the United States where it is so qualified; and
(v) executed copies case of the Escrow Purchaser, its by-laws, and all amendments thereto and the resolutions of each such Purchaser's Board of Directors (or Executive Committee thereof) authorizing the execution, delivery and consummation of this Agreement and the Xxxx of Sale. Any condition specified transactions contemplated hereby.
7.3.4 At the Closing, the Purchaser shall have tendered the Preliminary Purchase Price in this Section 4.3 may be waived by accordance with Sections 2.3.4 and 2.3.5.
7.3.5 The Purchasers shall have executed and delivered the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by Transition Support Agreement and the Seller ParentEscrow Agreement.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers Sellers’ obligations to consummate perform the Transactions is contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the satisfaction Sellers’ Representative, of the following conditions as of the Closing Dateconditions:
(a) The all of the representations and warranties set forth of the Buyer in Article VII hereof shall this Agreement must have been accurate in all material respects as of the Effective Date and must be true accurate in all material respects as if made on the Closing Date (except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and correct must be accurate in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies ) (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded);
(b) The Purchasers shall except as otherwise provided in Section 7.2(d), the Buyer must have performed and complied in all material respects with all of the its covenants and agreements required in this Agreement to be performed by each of them under this Agreement on prior to or before at the Closing;; and
(c) The Sellers shall the Buyer must have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel delivered to the PurchasersSellers’ Representative at the Closing a certificate, in substantially form and substance reasonably satisfactory to the form attached hereto Sellers’ Representative, confirming satisfaction of the conditions in clauses (i) and (ii) above;
(d) the Buyer must have delivered to the Sellers’ Representative the Escrow Agreement dated as Exhibit Eof the Closing Date; and
(de) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all sale of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived Shares by the Sellers to the Buyer must not violate any Law that has been adopted or issued, or has otherwise become effective, since the Effective Date.
(f) there must not be any Proceeding pending or threatened, or any Order in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by effect, preventing, delaying, making illegal or interfering with any of the Seller ParentTransactions.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the Transactions is transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing of each of the following conditions as of the Closing Dateconditions:
(a) 6.3.1 The representations and warranties of the Purchasers set forth in Article VII hereof shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date IV of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of or in any agreement or certificate delivered pursuant to the date provisions hereof or as of another date, which in connection with the transactions contemplated hereby shall be true and correct as of the Closing Date (provided that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), except that where the failure to be true and correct would not, individually or in the aggregate (and without regard to any inaccuracies qualifications as to Material Adverse Effect contained in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute warranties), have a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The 6.3.2 Each of the Purchasers shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with all of the covenants and agreements each covenant required by this Agreement to be performed or complied with by each of them under this Agreement on it at or before prior to the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On 6.3.3 Prior to or before at the Closing DateClosing, the Purchaser Parent Purchasers shall have delivered to the Seller Parent all a certificate of a Vice President of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentParent Purchaser, dated the Closing Date, stating to the effect that the preconditions Person signing such certificate is familiar with this Agreement and, to the best of such Person's knowledge, the conditions specified in this Section 4.3 Sections 6.3.1 and 6.3.2 have been satisfied;.
(iii) a copy of (A) the resolutions 6.3.4 The steps marked with an asterisk in Schedule 5.21A of the board of directors of the Purchaser Parent approving the TransactionsSeller's Disclosure Schedule or, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified selected by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent Seller in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their its sole discretion; provided that no , the alternative steps corresponding to such waiver shall be effective unless it is steps set forth in a writing executed by the Seller Parentsuch schedule shall have been completed; provided, however, that this condition shall expire on May 12, 2002.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date:
(a) The Each of the representations and warranties set forth in Article VII hereof shall Section 8 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warranties (except for such representations and warranties any representation or warranty that speak specifically as of the date hereof or as of another expressly relates to a specific prior date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;.
(b) The Purchasers shall Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Buyer under this Agreement on at or before prior to the Closing;.
(c) The There shall be no proceeding commenced or threatened against the Buyer or Sellers shall have received an opinion involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement.
(d) On or before The pro forma consolidated financial statements of the Closing DateBuyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the Purchaser Parent rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted.
(f) The Buyer shall have delivered to the Seller Parent all of Sellers the following:
(i) the Purchase Price items set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent6.03.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Allora Minerals, Inc.)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by EPOD in writing) of the following conditions as of the Closing Date:
(a) The Each of the representations and warranties set forth in Article VII hereof shall Section 6 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warranties (except for such representations and warranties any representation or warranty that speak specifically as of the date hereof or as of another expressly relates to a specific prior date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Buyer under this Agreement on at or before prior to the Closing;
(c) The There shall be no proceeding commenced or threatened against the Buyer or Sellers shall have received an opinion involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement.
(d) On or before The pro forma consolidated financial statements of the Closing DateBuyer shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted.
(e) Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC, including but not limited to, the Purchaser Parent filing of a preliminary and a definitive Schedule 14C Information Statement;
(f) The Buyer shall have delivered to the Seller Parent all of Sellers the following:
(i) the Purchase Price items set forth in Section 3.1;4.03.
(iig) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement The Buyer and the Xxxx of Sale. Any condition specified in this Section 4.3 may EPOD Shareholders shall have surrendered the Cancellation Shares to EPOD and shall cause the Cancellation shares to be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentcancelled.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date:
(a) The Each of the representations and warranties set forth in Article VII hereof shall Section 8 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warranties (except for such representations and warranties any representation or warranty that speak specifically as of the date hereof or as of another expressly relates to a specific prior date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;.
(b) The Purchasers shall Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Buyer under this Agreement on at or before prior to the Closing;.
(c) The There shall be no proceeding commenced or threatened against the Buyer or Sellers shall have received an opinion involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement.
(d) On or before The pro forma consolidated financial statements of the Closing Date, Buyer (including the Purchaser Parent Acquired Assets) shall have delivered to been completed in accordance with the Seller Parent all of the following:
Exchange Act (i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parentas defined below), and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parentrules and regulations promulgated thereunder, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx report of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no independent auditors with respect to such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentfinancial statements completed and submitted.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate the Transactions is Seller are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions. The benefits of these conditions as are for the benefit of the Closing Date:Seller only and may be waived by the Seller in writing at any time in its sole discretion.
(a) The Each of the representations and warranties set forth of the Buyer contained in Article VII hereof shall this Agreement that are qualified by materiality will be true and correct in all respects, and each of the representations and warranties of the Buyer that are not so qualified will be true and correct in all material respects at (other than the representations and warranties contained in Sections 5.1 (Existence and Good Standing), 5.2 (Power), 5.3 (Validity and Enforceability) and 5.7 (Brokers), which representations and warranties will be true and correct in all respects), in each case, as if such representations or warranties were made on and as of the date of this Agreement and as of the Closing Date as though then made and as though (except to the Closing Date were substituted for the date of this Agreement throughout extent such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another a specific date, in which shall be true and correct as of such date), except that any inaccuracies in case such representations and warranties will be disregarded if so true and correct or so true and correct in all material respects, as the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; providedcase may be, however that, for purposes of determining the accuracy as of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;specific date).
(b) The Purchasers shall Buyer will have performed performed, satisfied and complied with, in all material respects with respects, all of the covenants and agreements required by this Agreement to be performed performed, satisfied or complied with by each of them under this Agreement the Buyer on or before prior to the Closing;Closing Date.
(c) The Sellers shall Seller will have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel a certificate attesting to the Purchaserssatisfaction of the conditions set forth in Sections 8.3(a) and 8.3(b), in substantially duly executed by the form attached hereto as Exhibit E; andBuyer.
(d) On or before A Contractual Release for each of the Closing Date, the Purchaser Parent Contracts set forth on Schedule 7.15 shall have been delivered to the Seller Parent all of the following:Seller.
(ie) the Purchase Price The closing deliveries set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 3.3 will have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as delivered to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSeller.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the Closing Date:
(a) The representations and warranties set forth in Article VII hereof shall will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregardedDate;
(b) The Purchasers Buyer shall have performed and or complied in all material respects with all of the covenants and agreements required to be performed or complied with by each of them it under this Agreement on or before prior to the Closing;
(c) All governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Sellers;
(d) No action or proceeding before any court or government body will be pending or overtly threatened seeking to restrain, prohibit or to obtain damages or other relief in connection with this Agreement or any of the transactions contemplated hereby;
(e) The Sellers shall have received an opinion a certificate dated as of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, Date and signed by the Purchaser Parent shall have delivered to Buyer representing and warranting that the Seller Parent all of the following:
(i) the Purchase Price conditions precedent set forth in Section 3.1;
4.2(a) - (iid) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 above have been satisfied;
(iiif) Buyer shall have executed and delivered a copy of (A) the resolutions Non-Competition and Non-Solicitation Agreement with respect to each of the board of directors of Sellers and Xxxxx Xxxx.
(g) Buyer shall have executed and delivered the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser ParentManagement Agreement to Xxxxxx X. Xxxx;
(ivh) certificates from appropriate authorities, dated as of or within ten (10) business days All proceedings to be taken by Buyer in connection with the consummation of the Closing Datetransactions contemplated hereby and all certificates, as instruments and other documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by the Sellers shall be reasonably satisfactory in form and substance to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of SaleSellers. Any condition specified in this Section 4.3 4.2 may be waived by the Sellers in their sole discretion; Sellers, provided that no such waiver shall will be effective unless it is set forth in a writing executed by each of the Seller ParentSellers.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers Sellers’ obligations to consummate perform the Transactions is contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the satisfaction Sellers’ Representative, of the following conditions as of the Closing Dateconditions:
(a) The (i) all of the representations and warranties set forth of the Buyer in Article VII hereof shall be true and correct this Agreement must have been accurate in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or and must be accurate in all material respects as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect made on the PurchasersClosing Date, (ii) the Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and (iii) the Buyer must deliver to the Sellers’ Representative at the Closing a certificate, in form and substance reasonably satisfactory to the Sellers’ Representative, confirming satisfaction of the conditions in clauses (i) and (ii) above; provided, however thathowever, that such certificate, for purposes of determining the accuracy obligations under Article X, will certify that all of such the representations and warranties, warr anties of the Buyer in this Agreement are accurate in all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregardedrespects as if made on the Closing Date;
(b) The Purchasers shall have performed and complied in all material respects with all each of the covenants and agreements required to be performed by each of them under this Agreement on or before the Closing;
(c) The Sellers shall following documents must have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have been delivered to the Seller Parent all of the followingSellers’ Representative:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentSellers’ Employment Agreements, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.Buyer or a Company, as applicable;
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by OMVS in writing) of the following conditions as of the Closing Date:
(a) The Each of the representations and warranties set forth in Article VII hereof shall be Section 6 is true and correct in all material respects at and as of the Closing Date as though then made and as though time of the Closing Date were substituted Closing, except for the date of changes expressly required by this Agreement throughout such representations and warranties (except for such representations and warranties any representation or warranty that speak specifically as of the date hereof or as of another expressly relates to a specific prior date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall have Buyer has performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Buyer under this Agreement on at or before prior to the Closing;
(c) There is no proceeding commenced or threatened against the Buyer involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement;
(d) The Sellers pro forma consolidated financial statements of the Buyer have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted;
(e) Buyer has: (i) obtained stockholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) has made and shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to make all necessary filings with the Purchasers, in substantially the form attached hereto as Exhibit ESEC; and
(df) On or before the Closing Date, the Purchaser Parent The Buyer shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price items set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent4.03.
Appears in 1 contract
Samples: Stock Purchase Agreement (On the Move Systems Corp.)
Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by MCGI in writing) of the following conditions as of the Closing Date:
(a) The Each of the representations and warranties set forth in Article VII hereof shall be Section 6 is true and correct in all material respects at and as of the Closing Date as though then made and as though time of the Closing Date were substituted Closing, except for the date of changes expressly required by this Agreement throughout such representations and warranties (except for such representations and warranties any representation or warranty that speak specifically as of the date hereof or as of another expressly relates to a specific prior date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall have Buyer has performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them the Buyer under this Agreement on at or before prior to the Closing;
(c) The Sellers shall have received an opinion There is no proceeding commenced or threatened against the Buyer involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement.
(d) On or before Buyer has: (i) obtained stockholder approval for the Closing Date, consummation of the Purchaser Parent transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) shall make all necessary filings with the SEC;
(e) The Buyer shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price items set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent4.03.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate effect the Transactions is transactions contemplated hereby shall be subject to the satisfaction following conditions, any one or more of which may be waived in whole or in part in writing (to the extent legally permissible) for the account of all of them by a majority in interest of them:
(a) Each of the following conditions representations and warranties of WRF contained in this Agreement shall be true in all material respects as of the date of this Agreement and (except to the extent any such representation or warranty speaks as of or is limited to an earlier date) as of the Closing Date with the same effect as though made on and as of the Closing Date:
(a; provided, however, that solely for purposes of determining the satisfaction of the conditions contained in this Section 6.3(a) The representations and warranties set forth in not for purposes of determining liability under Article VII hereof or otherwise, no effect shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that given to any inaccuracies exception in such representations and warranties will be disregarded if the circumstances giving rise relating to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “materiality or Material Adverse Effect” qualifications , and other materiality qualifications contained in such representations and warranties shall be disregardeddeemed to be true, correct and complete in all material respects only if the failure or failures of such representations and warranties to be so true, correct and complete without regard to materiality and Material Adverse Effect exceptions do not represent in the aggregate a material adverse effect on the ability of WRF to perform its obligations hereunder;
(b) The Purchasers WRF shall have performed and complied in all material respects with all of the covenants agreements, covenants, obligations and agreements conditions required by this Agreement to be performed or complied with by each of them under this Agreement on it at or before prior to the ClosingClosing Date;
(c) WRF shall have delivered to the Sellers a certificate, dated as of the Closing Date, from an officer of WRF confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 6.3;
(d) The parties hereto shall have made or obtained all requisite regulatory notifications or approvals from Governmental Authorities in form and substance reasonably satisfactory to the Sellers, provided, however, that the Sellers may not waive the obligation of the parties to obtain the approval of the NASD prior to the Closing Date; and
(e) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, WRF dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) form and substance reasonably satisfactory to a copy of (A) the resolutions Majority in Interest of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as Sellers to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is effect set forth in a writing executed by the Seller ParentAnnex V hereto.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller Representative in writing) of the following conditions as of at or prior to the Closing Date:Closing
(a) The (i) the representations and warranties set forth in Article VII hereof 4 (other than those representations and warranties that address matters as of particular dates) shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties the Closing Date (except for such other than those representations and warranties that speak specifically address matters as of the date hereof or as of another a particular date, which shall be true and correct in all material respects as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregardedas though then made;
(b) The Purchasers the Purchaser shall have performed and or complied with in all material respects with all of the covenants and agreements required to be performed or complied with by each of them the Purchaser under this Agreement on at or before prior to the Closing;
(c) The Sellers the applicable waiting periods, if any, under the HSR Act shall have received an opinion expired or been terminated;
(d) no judgment, decree or order shall have been entered and not withdrawn, and no Law shall have been enacted (and not subsequently repealed), which would reasonably be expected to prevent the performance of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthis Agreement or the consummation of any of the transactions contemplated hereby, counsel declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(e) the Purchaser and the Escrow Agent shall have executed and delivered to the Purchasers, in substantially Seller Representative the form attached hereto as Exhibit EEscrow Agreement; and
(df) On or before the Closing Date, Seller Representative shall have received those items identified in Section 1.04(e) as being delivered by the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentRepresentative.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate the Transactions is transactions contemplated by this Agreement are subject to the satisfaction (or the written waiver by the Sellers' Representative on behalf of the Sellers) of the following conditions as of the Closing Date:
(a) The representations and warranties set forth of the Buyer and the Acquisition Sub contained in Article VII 5 hereof shall be have been true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Date, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties that address matters only as though then made and as though the Closing Date were substituted for of the date of this Agreement throughout or any other particular date (in which case such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be have been true and correct in all material respects as of such particular date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded;
(b) The Purchasers the Buyer and the Acquisition Sub shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them it under this Agreement on at or before prior to the Closing;,
(c) The Sellers all consents which are set forth on Schedule 9.01(c) attached hereto shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andbeen obtained;
(d) On the applicable waiting periods, if any, under the Antitrust Laws shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 9.01(d) attached hereto shall have been made and obtained;
(e) no Law, judgment, decree, or order shall be in effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would prevent the Closing Dateperformance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the Purchaser Parent transactions contemplated by this Agreement or cause such transactions to be rescinded;
(f) the Buyer shall have delivered to the Seller Parent all Sellers' Representative a certificate of the following:
(i) Buyer and the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentAcquisition Sub, each dated the Closing Date, stating that the preconditions specified in this Section 4.3 9.02(a) and Section 9.02(b), as they relate to the Buyer and the Acquisition Sub, as the case may be, have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(vg) executed copies of the Escrow Agreement Pre-Closing Educational Consents and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is DOE Pre-Acquisition Review notices set forth in a writing executed by the Seller Parenton Schedule 9.01(g) hereto that are expressly marked with asterisks shall have been obtained.
Appears in 1 contract
Samples: Stock Purchase Agreement (Devry Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate effect the Transactions is Initial Closing shall be subject to the satisfaction following conditions, any one or more of which may be waived in whole or in part in writing for the following conditions as account of the Closing Dateall of them by Parent and Management Representative:
(a) The representations and warranties set forth of Buyer contained in Article VII hereof this Agreement shall be true and correct in all respects at (without giving effect to “materiality” or “Material Adverse Effect” qualifiers), on and as of the Initial Closing Date (irrespective of any notice delivered to the Seller after the date hereof), with the same force and effect as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such had been made on and as of the Initial Closing Date other than those representations and warranties that speak specifically as of the date hereof or are made as of another date, in which case such representations and warranties shall be true and correct as of such other date), except that any inaccuracies to the extent such failure to be true and correct does not, individually or in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute aggregate, result in a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers Buyer shall have performed and complied in all material respects with all of the covenants agreements, covenants, obligations and agreements conditions required by this Agreement to be performed or complied with by each of them under this Agreement on it at or before prior to the ClosingInitial Closing Date;
(c) The Sellers Buyer shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel delivered to the PurchasersSellers a certificate, dated as of the Initial Closing Date, from an officer of Buyer confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 7.3;
(d) Buyer shall have executed and delivered to the Sellers a copy of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit ED (the “Registration Rights Agreement”); and
(de) On or before the Closing Date, the Purchaser Parent Buyer shall have executed and delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) Sellers a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser ParentPartnership Agreement, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction substantially in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.form attached hereto as Exhibit B.
Appears in 1 contract
Samples: Purchase Agreement (Legg Mason Inc)
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate the Transactions is Seller are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions. The benefits of these conditions as are for the benefit of the Closing Date:Seller only and may be waived by the Seller in writing at any time in its sole discretion.
(a) The Each of the representations and warranties set forth made by the Buyer contained in Article VII hereof shall this Agreement will be true and correct in all material respects at (other than the representations and warranties contained in Section 6.1 (Existence and Good Standing), Section 6.2 (Power), and Section 6.3 (Validity and Enforceability), which representations and warranties will be true and correct in all respects), in each case, as if such representations or warranties were made on and as of the date of this Agreement and as of the Closing Date as though then made and as though (except to the Closing Date were substituted for the date of this Agreement throughout extent such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another a specific date, in which shall be true and correct as of such date), except that any inaccuracies in case such representations and warranties will be disregarded if so true and correct or so true and correct in all material respects, as the circumstances giving rise to all case may be, as of such inaccuracies (considered collectivelyspecific date) do not constitute and the Seller will have received a Material Adverse Effect on certificate attesting thereto duly executed by the Purchasers; provided, however that, for Buyer. For the purposes of determining this Section 9.3(a), the accuracy of such representations and warranties, all “warranties of the Buyer shall not be deemed qualified by any references to materiality or to Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;.
(b) The Purchasers shall Buyer will have performed performed, satisfied and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or before and the Closing;Seller will have received a certificate attesting thereto duly executed by the Buyer.
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price closing deliveries set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 3.3 will have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as delivered to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSeller.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Endo Health Solutions Inc.)
Conditions to the Seller’s Obligations. The obligation of -------------------------------------- the Company and the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date:
(a1) The representations and warranties set forth in Article VII VI hereof shall be true and correct in all material respects (except that the representations and warranties which are qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another datewarranties, which shall be true and correct as of such date)without giving effect to any Schedule Updates thereto, except that any inaccuracies as permitted or contemplated in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregardedthis Agreement;
(b2) The Purchasers Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them it under this Agreement on or before the Closing;
(c3) All governmental filings, authorizations, and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Sellers (without limiting the generality of the foregoing, all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated);
(4) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded, or materially and adversely affect the right of the Purchaser to own, operate, or control any Acquired Company, and no judgment, decree, injunction, order, or ruling shall have been entered which has any of the foregoing effects;
(5) The Sellers Seller shall have received an opinion opinion, dated the Closing Date, of counsel from Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxx, counsel to the PurchasersPurchaser, with respect to the matters set forth on Exhibit E attached hereto, and the lenders providing debt financing in substantially connection with the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement shall be entitled to rely thereon;
(d6) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent Sellers all of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.
Appears in 1 contract
Samples: Stock Purchase Agreement (Communications Instruments Inc)
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the Transactions is transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing DateClosing:
(a) The the representations and warranties set forth in Article VII V hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (warranties, except for to the extent such representations and warranties that speak specifically as of the expressly relate to an earlier date hereof or as of another date, (in which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in case such representations and warranties shall be disregardedtrue and correct in all material respects as of such earlier date);
(b) The Purchasers the Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them it under this Agreement on at or before prior to the Closing;
(c) The Sellers no judgment, decree or order of any court or government body of competent jurisdiction shall have received been issued which would, and no action or proceeding before any court or government body of competent jurisdiction shall be pending wherein an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxunfavorable judgment, counsel to the Purchasersdecree or order would, in substantially each case, prevent the form attached hereto as Exhibit Eperformance 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 rescinded;
(d) the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated and all other approvals of any foreign governmental or regulatory authority, agency, commission, body or other governmental entity relating to competition shall have been duly made and obtained; and
(de) On or before the Closing Date, the Purchaser Parent Buyer shall have delivered to the Seller Parent all of the following:
(i) a certificate in the Purchase Price form set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parentas Exhibit E attached hereto, dated the Closing Date, stating that the preconditions specified in this Section 4.3 subsections (a), (b) and (c) hereof have been satisfied;
satisfied and (iiiii) a copy certified copies of (A) the certificate of formation of the Buyer and the resolutions of the Buyer’s board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parenttransactions contemplated hereby.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller under this Agreement to consummate the Transactions is transactions contemplated hereby for the Initial Closing will be subject to the satisfaction satisfaction, at or prior to the Initial Closing, of all of the following conditions as conditions, any one or more of which may be waived at the option of the Closing DateSeller:
(a) The No Material Misrepresentation or Breach. There shall have been no breach or default by the Buyer in the performance of any of the covenants herein to be performed by it in whole or in part at or prior to the Initial Closing which breach or default individually or which such other breaches or defaults would constitute a Buyer Material Adverse Effect, and the representations and warranties set forth of the Buyer contained in Article VII hereof this Agreement shall be true and correct in all material respects at on the date hereof and as of the Initial Closing Date as though then if made and as though anew on the Initial Closing Date were substituted for the date of this Agreement throughout such representations and warranties (Date, except for such representations and or warranties that speak specifically made as of a specified date unless the date hereof failure of such representation or as of another datewarranty to be true and correct individually or in the aggregate with such other failures would constitute a Buyer Material Adverse Effect, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall have performed and complied in all material respects with all as of the covenants specified date, and agreements required to be performed by each of them under this Agreement on or before the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent Buyer shall have delivered to the Seller Parent all a certificate certifying each of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parentforegoing, dated the Initial Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions Date and signed by one of the board of directors executive officers of the Purchaser Parent approving Company and the Transactions, (B) a copy general partner of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as OP to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentforegoing effect.
Appears in 1 contract
Samples: Management and Portfolio Agreement (SPG Realty Consultants Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers Sellers’ obligations to consummate perform the Transactions is contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the satisfaction Sellers, of the following conditions as of the Closing Dateconditions:
(a) The all of the representations and warranties set forth of the Buyer in Article VII hereof shall be true and correct this Agreement must have been accurate in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or and must be accurate in all material respects as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect made on the Purchasers; providedClosing Date, however that, for purposes and (ii) the Buyer must have performed and complied with all of determining its covenants and agreements in this Agreement to be performed prior to or at the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;Closing.
(b) The Purchasers shall have performed and complied in all material respects with all each of the covenants and agreements required following documents must have been delivered to be performed the Sellers:
(i) One or more certificates of Alpine 4 Class A Common Stock representing the Securities Consideration (subject to Section 7.6 below);
(ii) The Cash Consideration;
(iii) The Note constituting the Promissory Note Consideration;
(iv) The Security Agreement;
(v) One or more certificates of Alpine 4 Series B Preferred Stock representing the Guarantee Shares (subject to Section 7.6 below); and
(vi) The Consulting Agreement, executed by each of them under this Agreement on or before the Closing;Companies, as applicable.
(c) The the sale of the Shares by the Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the PurchasersBuyer will not violate any Law that has been adopted or issued, in substantially or has otherwise become effective, since the form attached hereto as Exhibit Edate hereof; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all Any required documents for exemption for registration of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSecurities Consideration.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alpine 4 Technologies Ltd.)
Conditions to the Seller’s Obligations. The Seller’s obligation of to sell the Sellers to consummate the Transactions Shares in accordance with Clause 2 is subject to the conditional upon satisfaction of the following conditions as conditions, or their satisfaction subject only to Closing:
4.2.1 (i) no order, injunction, judgment or decree issued by any Governmental Authority or other legal restraints or prohibition preventing the consummation of the Closing Date:Transactions shall be in effect; (ii) no bona fide official Proceeding initiated by any Governmental Authority shall be pending that (x) presents a reasonable prospect of materially restraining, enjoining or otherwise preventing the consummation of the Transactions or resulting in the same or (y) seeks to recover any material damages or other material relief (other than in respect of Tax) from the Seller as a result of the Transactions; and (iii) no Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits, materially restricts or makes illegal the consummation of the Transactions;
4.2.2 the Seller shall have obtained all Seller Required Regulatory Approvals and the Purchaser shall have obtained and delivered evidence reasonably satisfactory to the Seller to demonstrate that (ai) The the Purchaser has obtained all Purchaser Required Regulatory Approvals and (ii) any Co-Purchaser has obtained all Co-Purchaser Required Regulatory Approvals;
4.2.3 the representations and warranties of the Purchaser set forth out in Article VII hereof Clause 7.2 and Part 2 of Schedule 2 shall be true and correct in all respects respects, as of the date of this Agreement and at the Closing as if made on and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such those representations and warranties that speak specifically are made as of the a specific date hereof or as of another date, which shall be true and correct only as of such date), except that disregarding for this purpose any breaches or inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however thereof that, for purposes of determining individually or in the accuracy of such representations aggregate, are not material; and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers the Purchaser shall have performed and or complied with in all material respects with all of the other obligations, undertakings and covenants and agreements required to be performed or complied with by each of them under this Agreement it on or before prior to the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, 4.2.4 the Purchaser Parent shall have delivered to the Seller Parent all at the Closing a certificate in form and substance satisfactory to the Seller dated the Closing Date and signed by a duly authorized officer of the following:
(i) Purchaser to the Purchase Price effect that the conditions set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 Clause 4.2.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as satisfied with respect to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentPurchaser.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation of the Sellers Seller’s obligations to consummate perform the Transactions is contemplated to be performed on the Closing Date are subject to satisfaction, or written waiver by the satisfaction Seller, of the following conditions as of the Closing Dateconditions:
(a) The (i) Each of the representations and warranties set forth of the Buyer in Article VII hereof this Agreement that is qualified by materiality shall be true and correct in all respects respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though then made and as though on the Closing Date were substituted for Date, except to the date of this Agreement throughout extent such representations and warranties are expressly made as of an earlier specific date (except for in which case such representations and warranties that speak specifically as of the date hereof or as of another date, which qualified by materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); provided, except that any inaccuracies however, that, in the event of a breach of a representation or warranty, the condition set forth in this Section 6.2(a)(i) shall be deemed satisfied unless the effect of all such breaches of representations and warranties will taken together results, or could reasonably be disregarded if the circumstances giving rise expected to all such inaccuracies (considered collectively) do not constitute result, in a Material Adverse Effect material adverse effect on the Purchasers; providedBuyer or the Buyer’s ability to perform its obligations under the Transaction Documents or to consummate the Transactions, however that(ii) the Buyer must have performed and complied with in all material respects all of its covenants and agreements in this Agreement to be performed prior to or at the Closing and (iii) the Buyer must deliver to the Seller at the Closing a certificate signed by a senior executive officer of the Buyer on behalf of the Buyer, for purposes in form and substance reasonably satisfactory to the Seller, confirming satisfaction of determining the accuracy of such representations conditions in clauses (i) and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;(ii) above.
(b) The Purchasers No Proceeding shall be pending before any Governmental Body or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling is not a remote possibility and would prevent the performance of this Agreement in any material respect or the consummation of any of the Transactions in any material respect, declare unlawful such Transactions, cause such Transactions to be rescinded, and no judgment, decree, injunction, order or ruling shall have performed and complied in all material respects with all been entered which has any of the covenants and agreements required to be performed by each of them under this Agreement on or before the Closing;foregoing effects.
(c) The Sellers shall Each of the following documents must have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have been delivered to the Seller Parent all of the followingSeller:
(i) certified copies of (A) the Organizational Documents of the Buyer and (B) the resolutions of the Buyer’s board of directors approving the relevant Transaction Documents and the Transactions, including any financing for any portion of the Purchase Price set forth in Section 3.1Price;
(ii) a short-form certificate from the President or Chief Executive Officer of good standing of the Purchaser ParentBuyer, dated certified by the Secretary of State of such company’s jurisdiction of incorporation as of a reasonable date prior to the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the TransactionsTransitional Services Agreement, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified executed by the Secretary of the Purchaser ParentCompanies;
(iv) certificates from appropriate authoritiesthe IT Services Agreement, dated as of or within ten (10) business days of executed by the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualifiedCompanies; and
(v) a properly completed and executed copies of Internal Revenue Service Form 8023 and any other forms and documents necessary to make the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may 338(h)(10) Election for each Company for which a 338(h)(10) Election will be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentmade.
Appears in 1 contract
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate the Transactions is Seller are subject to the satisfaction satisfaction, at or before the Closing, of the following conditions as set forth below. The benefits of these conditions are for the benefit of the Closing Date:Seller only and may be waived by the Seller in writing at any time in its sole discretion.
(a) The All of the representations and warranties set forth of the Purchaser contained in Article VII hereof shall be this Agreement that are qualified by materiality are true and correct in all respects at and all of the representations and warranties of the Purchaser that are not so qualified are true and correct in all material respects, in each case, as if such representations or warranties were made on and as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties speak as though then made and of a specific date or as though the Closing Date were substituted for of the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another dateAgreement, in which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in case such representations and warranties shall be disregarded;so true and correct or so true and correct in all material respects, as the case may be, as of such specific date or as of the date of this Agreement, respectively), and the Seller has received a certificate attesting thereto duly executed by the Purchaser.
(b) The Purchasers Purchaser shall have performed performed, satisfied and complied in all material respects with all of the covenants and agreements required by this Agreement to be performed by each of them under this Agreement on the Purchaser at or before prior to the Closing;Closing and the Seller shall have received a certificate attesting thereto duly executed by the Purchaser.
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price closing deliveries set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 5.3 will have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as delivered to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSeller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Brush Engineered Materials Inc)
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the Transactions is transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions as conditions, any or all of which may be waived by the Closing DateSeller in its sole discretion, in whole or in part, to the extent permitted by applicable Law:
(a) The Each of the representations and warranties set forth of each of the Buyer and the Parent contained in Article VII hereof this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all respects at material respects, as of the date of this Agreement and as of Closing Date as though made again on and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;Date.
(b) The Purchasers Each of the Buyer and the Parent shall have performed and or complied in all material respects with all of the respective agreements and covenants and agreements required by this Agreement to be performed or complied with by each of them under this Agreement it on or before prior to the Closing;Closing Date.
(c) The Sellers Seller shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all a certificate of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer and the Chief Financial Officer of each of the Purchaser Buyer and the Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, case dated as of or within ten (10) business days of the Closing Date, certifying that the Buyer or the Parent, as the case may be, has satisfied the Closing Conditions applicable to the good standing Buyer or the Parent, as the case may be, in Sections 9.01(b) and qualification to do business 9.02(a) and (b).
(d) Unless any of the Purchaser Parent circumstances described in each jurisdiction in clause (x)(ii)(A) of the United States where it is so qualified; and
(v) executed copies introductory paragraph of Section 2.04 shall have occurred, the Escrow Agreement in the form of and to the Xxxx of Sale. Any condition specified effect in this Section 4.3 may be waived Annex B hereto shall have been executed and delivered by all parties thereto (other than the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSeller).
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Water Works Co Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date:
(a) The representations and warranties set forth in Article VII hereof VI of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such other than those representations and warranties that speak specifically expressly address matters as of the date hereof or as of another datespecified dates, which shall be true and correct in all material respects as of such datedates), except that any inaccuracies in such representations and warranties will be disregarded if each case without giving effect to materiality or similar phrases in the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers Purchaser shall have performed and complied in all material respects with all of the covenants and agreements that are required to be performed by each of them it under this Agreement on at or before prior to the Closing;
(c) The Sellers applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andexpired or been terminated;
(d) On No judgment, decree or before order of any Governmental Entity shall be in effect which would prevent the Closing Dateperformance 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 rescinded;
(e) The Purchaser Parent shall have delivered to the Seller Parent all a certificate of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentPurchaser, dated as of the Closing Date, stating that the preconditions specified in this Section 4.3 Sections 3.02(a) and 3.02
(b) have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(vf) The Escrow Agent and the Purchaser shall have executed copies of and delivered to the Seller the Escrow Agreement and Agreement. If the Xxxx of Sale. Any condition specified Closing occurs, all closing conditions set forth in this Section 4.3 may 3.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSeller.
Appears in 1 contract
Samples: Securities Purchase Agreement
Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction fulfillment or waiver of the following conditions as of the Closing Date:
(a) The representations and warranties set forth in Article VII VI hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;.
(b) The Purchasers Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them it under this Agreement on or before prior to the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and[***];
(d) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business;
(e) On or before prior to the Closing Date, the Purchaser Parent Buyer shall have delivered to the Seller Parent all of the following:
(i) the Purchase Price set forth documents described in Section 3.1;
(ii4.2(b) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualifiedhereof; and
(vf) executed copies No Action or Proceeding by a third party shall be pending wherein an unfavorable Court Order would prevent the performance of this Agreement or any of the Escrow transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and no Court Order shall have been entered which has any of the Xxxx of Saleforegoing effects. Any condition specified in this Section 4.3 8.2 may be waived by the Sellers in their sole discretionSeller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller ParentSeller. Both Parties shall work expeditiously, in all commercially reasonable respects, to satisfy each of the conditions provided herein.
Appears in 1 contract
Samples: Asset Purchase Agreement (Marrone Bio Innovations Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date:
(a) The representations and warranties set forth in Article VII hereof VI of this Agreement shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such other than those representations and warranties that speak specifically expressly address matters as of the date hereof or as of another datespecified dates, which shall be true and correct in all material respects as of such datedates), except that any inaccuracies in such representations and warranties will be disregarded if each case without giving effect to materiality or similar phrases in the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers Purchaser shall have performed and complied in all material respects with all of the covenants and agreements that are required to be performed by each of them it under this Agreement on at or before prior to the Closing;
(c) The Sellers applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andexpired or been terminated;
(d) On No judgment, decree or before order of any Governmental Entity shall be in effect which would prevent the Closing Dateperformance 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 rescinded;
(e) The Purchaser Parent shall have delivered to the Seller Parent all a certificate of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentPurchaser, dated as of the Closing Date, stating that the preconditions specified in this Section 4.3 Sections 3.02(a) and 3.02(b) have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(vf) The Escrow Agent and the Purchaser shall have executed copies of and delivered to the Seller the Escrow Agreement and Agreement. If the Xxxx of Sale. Any condition specified Closing occurs, all closing conditions set forth in this Section 4.3 may 3.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSeller.
Appears in 1 contract
Samples: Securities Purchase Agreement (DreamWorks Animation SKG, Inc.)
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Sellers in writing) of the following conditions as of the Closing Datetime of the Closing:
(ai) The representations and warranties Fundamental Representations set forth in Article VII hereof shall ARTICLE V will be true and correct in all respects at and as of the Closing Date as though then made date hereof and at and as though of the time of the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such other than those representations and warranties that speak specifically address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) and (ii) all other representations and warranties set forth in ARTICLE V will be true and correct in all material respects at and as of the date hereof or and at and as of another the time of the Closing (other than those representations and warranties that address matters only as of a specified date, the accuracy of which shall be true and correct determined as of such datethat specified date in all respects), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall Buyer will have performed and complied complied: (i) in all respects with the obligations of Buyer under Section 2.6(b); and (ii) in all material respects with all of the other covenants and agreements required to be performed by each of them Buyer under this Agreement on at or before prior to the Closing;
(c) The Sellers No Governmental Order shall have received an opinion be in effect as of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthe Closing that restrains or prevents the consummation of the transactions contemplated by this Agreement, counsel and there shall not be any Law enacted or deemed applicable to this Agreement that makes consummation of the Purchasers, in substantially the form attached hereto as Exhibit E; andtransactions contemplated by this Agreement illegal;
(d) No Action shall be pending before any Governmental Authority seeking a Governmental Order that would restrain or prevent the consummation of the transactions contemplated by this Agreement, other than any Action brought or filed by the Sellers or their Affiliates;
(e) All filings required by any Antitrust Laws in connection with the transactions contemplated by this Agreement will have been made and the Antitrust Approvals shall have been obtained; NYC#: 148660.21
(f) On or before prior to the Closing Date, the Purchaser Parent shall Buyer will have delivered to the Seller Parent Sellers all of the following:
(i) the Estimated Purchase Price set forth as provided in Section 3.1ARTICLE II;
(ii) a certificate from the President or Chief Executive Officer of Buyer dated as of the Purchaser Parent, dated Closing Date certifying that each of the Closing Date, stating that conditions set forth in Sections 3.3(a) and 3.3(b) has been and is satisfied as of the preconditions specified in this Section 4.3 have been satisfiedtime of the Closing;
(iii) a copy the Assignment and Assumption Agreement duly executed by Buyer and, if reasonably requested by Sonoco US, Buyer’s signature shall be witnessed and/or notarized;
(iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer and, if reasonably requested by Sonoco US, Buyer’s signature shall be witnessed and/or notarized;
(Av) the Assignment and Assumption of IP duly executed by Buyer and, if reasonably requested by Sonoco US, Buyer’s signature shall be witnessed and/or notarized;
(vi) the Transition Services Agreement duly executed by Buyer and, if reasonably requested by Sonoco US, Buyer’s signature shall be witnessed and/or notarized;
(vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions of adopted by the board of directors of Buyer authorizing the Purchaser Parent approving execution, delivery and performance of this Agreement and the Transactionsother Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(Bviii) a copy certificate of the Articles of Incorporation Secretary or an Assistant Secretary (or equivalent governing documentofficer) for of Buyer certifying the Purchaser Parent, names and (C) a copy signatures of the bylaws (or equivalent governing document) officers of Buyer authorized to sign this Agreement, the Purchaser Parent, each as certified by other Transaction Documents and the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as other documents to the good standing be delivered hereunder and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualifiedthereunder; and
(vix) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by such other documents or instruments as the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed reasonably request and are reasonably necessary to effect the transactions contemplated by the Seller Parentthis Agreement.
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Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller in writing) of the following conditions as of the Closing Date:
(a) The Except where the failure thereof to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, (i) the representations and warranties set forth in Article VII hereof V (other than those representations and warranties that address matters as of particular dates) shall be true and correct in all respects at and as of the Closing Date as though then made made, and as though (ii) the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties set forth in Article V that speak specifically address matters as of the date hereof or as of another date, which particular dates shall be true and correct as of such datedates (in each of the foregoing clauses (i) and (ii), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise disregarding all references to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided“material”, however that, for purposes of determining the accuracy of such representations and warranties, all “Purchaser Material Adverse Effect” and similar qualifications and other as to materiality qualifications contained in such representations and warranties shall be disregardedset forth therein);
(b) The Purchasers Purchaser shall have performed and complied in all material respects with all of the covenants and agreements that are required to be performed by each of them it under this Agreement on at or before prior to the Closing;
(c) The Sellers applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall have received an opinion expired or been terminated;
(d) No judgment, decree or other judicial order shall have been entered which would prevent the performance of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthis Agreement or the consummation of any of the transactions contemplated hereby, counsel declare unlawful the transactions contemplated by this Agreement or cause such transactions to the Purchasers, in substantially the form attached hereto as Exhibit Ebe rescinded; and
(de) On or before the Closing Date, the The Purchaser Parent shall have delivered to the Seller Parent all a certificate of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser ParentPurchaser, dated as of the Closing Date, stating that the preconditions conditions specified in this Section 4.3 Sections 3.02(a) and 3.02(b) have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.
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Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate effect the Transactions is Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions as of the Closing Dateconditions:
(a) The representations and warranties set forth made by the Purchaser in Article VII hereof this Agreement (without giving effect to any “Purchaser Material Adverse Effect” or similar materiality qualification therein) shall be true and correct correct, in all respects each case at and as of the Closing Date as though then if made and as though the Closing Date were substituted for the on that date of this Agreement throughout such representations and warranties (except for such in any case that representations and warranties that expressly speak specifically as of the a specified date hereof or as of another date, which shall time need only be true and correct as of such datespecified date or time), except that where any inaccuracies failures to be true and correct would not, in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute aggregate, have a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Purchaser Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;.
(b) The Purchasers Purchaser shall have performed and complied complied, in all material respects respects, with all of the agreements, covenants and agreements obligations required by this Agreement to be so performed or complied with by each of them under this Agreement on the Purchaser at or before the Closing;.
(c) The Purchaser shall have delivered to each Seller a certificate, dated the Closing Date and duly executed by the Purchaser’s Chief Executive Officer, in form and substance reasonably satisfactory to the Sellers, to the effect that the conditions specified in Sections 7.3(a) and (b) have been fulfilled.
(d) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all each of the following:
(i) the Purchase Price deliverables set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as 2.6 required to be delivered to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSellers.
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Conditions to the Seller’s Obligations. The obligation of Seller’s and the Sellers Members’ obligations to consummate perform the Transactions is contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the satisfaction Seller, of the following conditions as of the Closing Dateconditions:
(a) The (i) All of the representations and warranties set forth of the Buyer in Article VII hereof shall be true and correct this Agreement must have been accurate in all material respects as of the date hereof and must be accurate in all material respects as if made on the Closing Date, (ii) the Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing and (iii) the Buyer must deliver to the Seller at the Closing a certificate, in form and substance reasonably satisfactory to the Seller, confirming satisfaction of the conditions in clauses (i) and (ii) above.
(b) Each of the following documents must have been delivered to the Seller and must be dated as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or before the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:unless otherwise indicated):
(i) the Purchase Price set forth in Section 3.1Xxxx of Sale, executed by the Buyer;
(ii) a certificate from the President or Chief Executive Officer of Noncompetition Agreement, executed by the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfiedBuyer;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the TransactionsRegistration Rights Agreement, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified executed by the Secretary of the Purchaser Parent;Primo; and
(iv) certificates from appropriate authoritiesthe Consulting Agreement, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentBuyer.
(c) Since the date hereof, there must not have been an event that has caused a Material Adverse Effect or could reasonably be expected to result in a Material Adverse Effect, in each case with respect to the Primo Parties.
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Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller in writing) of the following conditions as of the Closing Date:
(a) (i) The representations and warranties set forth in Article VII hereof VI (other than the Purchaser Fundamental Reps and those representations and warranties that address matters as of particular dates) shall be true and correct in all respects at and as of the Closing Date as though then made and as though made, (ii) the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties set forth in Article VI that speak specifically address matters as of particular dates (other than the date hereof or as of another date, which Purchaser Fundamental Reps) shall be true and correct as of such date)dates, except that for any inaccuracies in failure of any such representations and warranties will referenced in clauses (i) and (ii) above to be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do so true and correct have not constitute had a Material Adverse Effect materially adverse effect on the Purchasers; providedability of the Purchaser to consummate the transactions contemplated by this Agreement, however that, for purposes of determining and (iii) the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties Purchaser Fundamental Reps shall be disregardedtrue and correct in all but de minimis respects as of the Closing Date as though then made;
(b) The Purchasers Purchaser shall have performed and complied in all material respects with all of the covenants and agreements that are required to be performed by each of them it under this Agreement on at or before prior to the Closing;
(c) The Sellers applicable waiting periods under the HSR Act shall have received an opinion expired or been terminated;
(d) No judgment, decree or judicial order shall have been entered which prevents the performance of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxa material part of this Agreement or the consummation of a material part of any of the transactions contemplated hereby, counsel declares unlawful the transactions contemplated by this Agreement or causes such transactions to the Purchasers, in substantially the form attached hereto as Exhibit Ebe rescinded; and
(de) On or before the Closing Date, the The Purchaser Parent shall have delivered to the Seller Parent all a certificate of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer Purchaser, executed by an authorized officer thereof and dated as of the Purchaser Parent, dated the Closing Date, stating that the preconditions conditions specified in this Section 4.3 have been satisfied;
(iiiSections 3.02(a) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.3.02
Appears in 1 contract
Samples: Stock Purchase Agreement
Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Sellers in writing) of the following conditions as of the Closing DateClosing:
(a) The (i) Other than the Fundamental Representations, the representations and warranties of the Purchaser set forth in Article VII 5 hereof shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such those representations and warranties that speak specifically address matters only as of a specified date, the date hereof or accuracy of which shall be determined as of another that specified date), which except where the failure of those representations and warranties to be so true and correct would not, in the aggregate, have a material adverse effect on the Purchaser, and (ii) the Fundamental Representations of the Purchaser set forth in Article 5 and the representations and warranties of the Purchaser Parent set forth in Section 11.04 hereof shall be true and correct in all respects as of such date), the Closing Date as though then made (except that any inaccuracies in such those representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute that address matters only as of a Material Adverse Effect on the Purchasers; providedspecified date, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties which shall be disregarded;determined as of that specified date).
(b) The Purchasers Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them it under this Agreement on at or before prior to the Closing;.
(c) The Sellers No judgment, decree or order shall have received an opinion been entered and not withdrawn which would prevent the performance of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthis Agreement or the consummation of any of the transactions contemplated hereby, counsel declare unlawful the transactions contemplated by this Agreement or cause such transactions to the Purchasersbe rescinded and there is no action, in substantially the form attached hereto as Exhibit E; andsuit, arbitration, mediation or proceeding which seeks, or could reasonably be expected to result in, such a judgement, decree or order.
(d) On or before the Closing Date, the The Purchaser Parent shall have delivered to the Seller Parent all Company (unless otherwise specified below) each of the following:
(i) a certificate executed by an officer of each Purchaser, in form and substance reasonably acceptable to the Purchase Price set forth Company, dated as of the Closing Date, stating that the conditions specified in Section 3.1Sections 2.02(a) and 2.02(b) have been satisfied;
(ii) a certificate from certificate, duly executed by the President secretary or Chief Executive Officer one or more authorized officers of each Purchaser and the Purchaser Parent, dated the Closing Date, stating certifying (A) that true and complete copies of the Purchaser’s and the Purchaser Parent’s (x) articles of incorporation, articles of formation, or similar organizing document, and (y) bylaws, operating agreement, or similar governing document, as are in effect on the Closing Date, are attached to such certificate, (B) that the preconditions specified officer(s) who executed this Agreement and each Ancillary Document to which each Purchaser is a party was authorized to execute and deliver such agreements and documents on behalf of such Purchaser, (C) as to the genuineness of the resolutions of the board of directors, managers, or similar governing body of each Purchaser and the Purchaser Parent authorizing the execution, delivery and performance by each Purchaser and the Purchaser Parent, as applicable, of this Agreement and the Ancillary Documents to which such Persons are a party, and the consummation of all transactions contemplated hereby and thereby, and that an accurate copy of such resolutions are attached to such certificate and (D) to the extent the concept of good standing is customary in this Section 4.3 have been satisfiedthe relevant jurisdiction, that the Purchaser and the Purchaser Parent are each in good standing in its jurisdiction of organization as of the Closing Date;
(iii) a copy of (A) counterpart to the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, Assignment and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified Assumption Agreement executed by the Secretary of the Purchaser ParentPurchaser;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as a counterpart to the good standing and qualification Assignment of Intellectual Property executed by the Purchaser.
(v) a counterpart to do business of the Purchaser Parent in each jurisdiction in Transition Services Agreement executed by the United States where it is so qualifiedPurchaser;
(vi) a counterpart to the Sublease Agreement executed by the Purchaser; and
(vvii) executed copies the Closing Payment by wire transfer of immediately available funds to one or more accounts designated by the Escrow Agreement and Company. If the Xxxx of Sale. Any condition specified Closing occurs, all closing conditions set forth in this Section 4.3 may 2.02 (other than Section 2.02(d)(vii) that have not been fully satisfied as of the Closing shall be deemed to have been waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentCompany.
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Conditions to the Seller’s Obligations. The obligation of the Sellers Sellers’ obligations to consummate perform the Transactions is contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the satisfaction Selling Shareholders’ Representative, of the following conditions as of the Closing Dateconditions:
(ai) The all of the representations and warranties set forth of the Buyer in Article VII hereof shall be true and correct this Agreement must have been accurate in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or and must be accurate in all material respects as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect made on the PurchasersClosing Date, (ii) the Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and (iii) the Buyer must deliver to the Selling Shareholders’ Representative at the Closing a certificate, in form and substance reasonably satisfactory to the Selling Shareholders’ Representative, confirming satisfaction of the conditions in clauses (i) and (ii) above; provided, however thathowever, that such certificate, for purposes of determining the accuracy obligations under Article X, will certify that all of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such the representations and warranties shall be disregardedof the Buyer in this Agreement are accurate in all respects as if made on the Closing Date;
(b) The Purchasers shall have performed and complied in all material respects with all each of the covenants and agreements required following documents must have been delivered to be performed by the Selling Shareholders’ Representative:
(i) the Employment Agreements of each of them under this Agreement on Xxxxxxx Xxxxxx, Xxxxx X. Xxxx, Xxxxx Xxxxx and Xxxx Xxxxxx , executed by the Target or before the Closing;a Company, as applicable. .
(c) The Sellers shall all applicable waiting periods (and any extensions thereof) under the HSR Act must have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit Eexpired or otherwise been terminated; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all sale of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived Sellers’ Capital Stock by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by to the Seller ParentBuyer will not violate any Law.
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Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate convey and contribute the Transactions is Sold Assets on the Funding Date shall be subject to the satisfaction (or waiver thereof by Seller) of the following conditions as of the Closing Dateconditions:
(a) The All representations and warranties set forth of the Purchaser contained in Article VII hereof this Agreement shall be true and correct in all respects at and as of with the Closing Date same effect as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of had been made on such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Seller, and the Seller shall have performed and complied in received from the Purchaser copies of all material respects with all documents (including without limitation records of corporate proceedings) relevant to the covenants and agreements required to be performed by each of them under this Agreement on or before transactions herein contemplated as the ClosingSeller may reasonably have requested;
(c) The Sellers Each of the Related Documents shall have received an opinion been duly and properly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on and as of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxthe Funding Date. Executed original counterparts of each of the Related Documents, counsel as executed and delivered by the respective parties thereto, shall have been delivered to the Purchasers, in substantially Seller;
(d) The Seller’s receipt of the form attached hereto as Exhibit ENet Final Purchase Price; and
(de) On or before No later than the Closing Funding Date, the Purchaser Parent Seller shall have delivered received legal opinions from counsel to the Purchaser, in form and substance satisfactory to the Seller Parent and its counsel. Notwithstanding the foregoing conditions precedent, upon the making of (or purporting to make) a sale of Sold Assets hereunder, and the Seller’s acceptance of the Final Purchase Price, all of the following:
Seller’s rights under this Agreement (iand by operation of law) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction shall vest in the United States where it is so qualified; and
(v) executed copies of Seller, whether or not the Escrow Agreement and the Xxxx of Sale. Any condition specified conditions precedent to such sale were in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentfact satisfied.
Appears in 1 contract
Samples: Sale Agreement (Interpool Inc)
Conditions to the Seller’s Obligations. The obligation of the Sellers Sellers’ obligations to consummate perform the Transactions is contemplated to be performed on or before the Closing Date are subject to satisfaction, or written waiver by the satisfaction Sellers, of the following conditions as of the Closing Dateconditions:
(a) The (i) all of the representations and warranties set forth of the Buyer in Article VII hereof shall this Agreement must be true and correct accurate in all material respects at and as of if made on the Closing Date as though then made and as though Date, (ii) the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers shall Buyer must have performed and complied in all material respects with all of the its covenants and agreements required in this Agreement to be performed by prior to or at the Closing and (iii) the Buyer must deliver to the Sellers at the Closing a certificate, in form and substance reasonably satisfactory to the Sellers, confirming satisfaction of the conditions in clauses (i) and (ii) above;
(b) each of them under this Agreement on or before the Closingfollowing documents must have been delivered to the Sellers and must be dated as of the Closing Date (unless otherwise indicated):
(i) the payments and documents required by Section 2.8;
(ii) the Distribution Agreement, executed by the Buyer;
(iii) the Escrow Agreement, executed by the Buyer and the Escrow Agent, dated as of the Closing Date;
(iv) the Transition Services Agreement, executed by the Buyer;
(v) the Xxxx of Sale, Assignment and Assumption Agreement, executed by the Buyer;
(vi) the Torqata Agreement, executed by the Buyer; and
(vii) the Managed Services Agreement, executed by the Buyer.
(c) The Sellers shall all applicable waiting periods (and any extensions thereof) under the HSR Act must have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit Eexpired or otherwise been terminated; and
(d) On or before the Closing Date, the Purchaser Parent no Governmental Body shall have delivered to enacted, issued, promulgated, enforced or entered any Governmental Order or Law which is in effect and has the Seller Parent all effect of making the Transactions illegal, otherwise restraining or prohibiting consummation of the following:
(i) the Purchase Price set forth in Section 3.1;
(ii) a certificate from the President Transactions or Chief Executive Officer causing any of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as Transactions to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parentrescinded following completion thereof.
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Conditions to the Seller’s Obligations. The obligation of each Seller to sell the Sellers Shares and the Tract B-2 to consummate the Transactions is Purchaser shall be subject to the satisfaction and fulfillment, at or before the Closing, of the following conditions as of the Closing Dateprecedent:
(a) The There shall be no cause of action, order or preliminary or permanent injunction entered, pending or threatened in any action or proceeding before any United States federal or state court or agency, or any foreign court, of competent jurisdiction or governmental authority (which has jurisdiction over the enforcement of any applicable laws) enjoining or threatening, in whole or in part, the Company’s current operations, making illegal or prohibiting the consummation of the transactions hereunder, including the transfer of the Shares, the Acquired Assets and/or the operation of Devices at the Truck Stop;
(b) Purchaser has timely delivered or caused to be delivered the Purchase Price and the Tract B-2 Purchase Price, plus or minus any applicable prorations hereunder, to the Title Company;
(c) Purchaser shall have performed all obligations and complied with all agreements and covenants required hereunder to be performed by Purchaser on or before the Closing Date;
(d) Purchaser’s representations and warranties set forth contained herein and in Article VII hereof any documents furnished to the Sellers on or prior to the Closing Date shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregardedDate;
(be) The Purchasers shall have performed and complied in all material respects with all of Title Company has confirmed to Sellers that the covenants and agreements required Title Company is unconditionally prepared to be performed by each of them under this Agreement on or before the Closing;
(c) The Sellers shall have received an opinion of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; and
(d) On or before the Closing Date, the Purchaser Parent shall have delivered to the Seller Parent all of the following:
(i) disburse the Purchase Price set forth in Section 3.1;
and the Tract B-2 Purchase Price (iiplus or minus all applicable prorations and the Escrow Hold-Back) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification Sellers or their designees subject only to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived performance by the Sellers in of their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller Parent.respective obligations under this Agreement;
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Samples: Stock Purchase Agreement (Jacobs Entertainment Inc)
Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the Transactions is transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of all of the following conditions, except such conditions as of the Closing DateSeller may waive:
(a) The representations and warranties set forth in Article VII hereof shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute a Material Adverse Effect on the Purchasers; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded;
(b) The Purchasers Buyer shall have performed and complied in all material respects with all of the covenants and its agreements contained herein required to be performed by each of them under this Agreement on complied with at or before prior to the Closing;, and all of the representations and warranties of the Buyer contained herein shall be true in all material respects at and as of the Closing with the same effect as though made at and as of the Closing.
(b) All action (including notifications and filings) that shall be required to be taken by the Buyer in order to consummate the transactions contemplated hereby shall have been taken and all consents, approvals, authorizations and exemptions from third Parties that shall be required in order to enable the Buyer to consummate the transactions contemplated hereby shall have been duly obtained.
(c) The Sellers No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall have received an opinion be in effect on the Closing date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened in writing as of counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Purchasers, in substantially the form attached hereto as Exhibit E; andClosing.
(d) On or before the Closing Date, the Purchaser Parent The Seller shall have delivered to received from the Seller Parent Buyer all of the following:
(i) the Purchase Price set forth documents and other items required to be delivered at Closing as provided in Section 3.1;
(ii) a certificate from the President or Chief Executive Officer of the Purchaser Parent, dated the Closing Date, stating that the preconditions specified in this Section 4.3 have been satisfied;
(iii) a copy of (A) the resolutions of the board of directors of the Purchaser Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for the Purchaser Parent, and (C) a copy of the bylaws (or equivalent governing document) of the Purchaser Parent, each as certified by the Secretary of the Purchaser Parent;
(iv) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Date, as to the good standing and qualification to do business of the Purchaser Parent in each jurisdiction in the United States where it is so qualified; and
(v) executed copies of the Escrow Agreement and the Xxxx of Sale. Any condition specified in this Section 4.3 may be waived by the Sellers in their sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller ParentSECTION 2 herein.
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