Common use of Further Conditions to Buyer’s Obligations Clause in Contracts

Further Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement are further subject to the satisfaction or waiver at or prior to the Closing Date (but no such waiver shall waive any rights or remedy otherwise available to Buyer) of the following conditions: (a) The representations and warranties of Sellers contained in Articles II and III of this Agreement that are not subject to materiality qualifications shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such date (without taking into account any disclosures by Sellers of discoveries, events or occurrences arising on or after the date hereof), except for representations and warranties which are as of a different date or period which shall be true and correct in all material respects as of such other date or period. The representations and warranties of Sellers contained in Articles II and III of this Agreement that are subject to materiality qualifications shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such date (without taking into account any disclosures by Sellers of discoveries, events or occurrences arising on or after the date hereof), except for representations and warranties which are as of a different date or period which shall be true and correct in all respects as of such other date or period; (b) Sellers shall have performed and complied with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing; (c) [Reserved]; (d) No Litigation shall be pending or threatened (i) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement or the Escrow Agreement, (ii) seeking to prohibit direct or indirect ownership, combination or operation by Buyer of any portion of the business or assets of the Company or any Subsidiary, or to compel Buyer or any of its Subsidiaries or the Company or any Subsidiary to dispose of, or to hold separately, or to make any change in any portion of the business or assets of Buyer or its Subsidiaries or of the Company or its Subsidiaries, as a result of the transactions contemplated by this Agreement, or incur any burden, (iii) seeking to require direct or indirect transfer or sale by Buyer of, or to impose material limitations on the ability of Buyer to exercise full rights of ownership of, any of the Securities, or (iv) imposing or seeking to impose material damages or sanctions directly arising out of the transactions contemplated by this Agreement on Buyer or the Company or any of their respective officers or directors; (e) No law or governmental order was enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.3(d) above; (f) Buyer shall have received the following items related to the Owned Real Property and the Leased Real Property: (i) From First American Title Insurance Company (“First American”) evidence satisfactory to Buyer that First American has issued, or is committed to issue, at no cost to Buyer, a standard ALTA Owner’s Policy of Title Insurance insuring that CPC is the fee owner of each Owned Real Property described on Appendix 2.14 – A of the Seller Disclosure Letter as being owned by CPC, which policies shall be in amounts reasonably acceptable to Buyer that approximate the fair market values of such properties and shall be subject only to the exceptions to title set forth in the Preliminary Title Reports described in Appendix 2.14 – C of the Seller Disclosure Letter as applicable to such properties; (ii) From Transnation Title Insurance Company (“Transnation”) evidence satisfactory to Buyer that Transnation has issued, or is committed to issue, at no cost to Buyer, a standard ALTA Owner’s Policy of Title Insurance insuring that PFFJ is the fee owner of the Owned Real Property described on Appendix 2.14 – A of the Seller Disclosure Letter as being owned by PFFJ, which policy shall be in amount reasonably acceptable to Buyer that approximate the fair market values of such property and shall be subject only to the exceptions to title set forth in the Preliminary Title Reports described in Appendix 2.14 – C of the Seller Disclosure Letter as applicable to such property. (iii) From the landlords of the Leased Real Property, the Estoppel Certificates; and (iv) The Restated Leases. (g) The Shareholder Agreement shall have been terminated subject only to the Closing; (h) All material governmental filings, authorizations and approvals, other than under the HSR Act and any other anti-trust regulations that are required for the consummation of the transactions contemplated by this Agreement will have been duly made or obtained; (i) Each of the Employment Agreements shall have been executed by each of the parties thereto and shall be in full force and effect, and none of the Persons who are a party to such agreements shall have notified any Company or any Subsidiary in writing of such Person’s intention of not fulfilling his or her obligations under any such agreement; (j) There shall not have occurred since the date of this Agreement and be continuing as of the Closing Date a Seller Material Adverse Effect; and (k) Buyer shall have received a payoff letter with respect to all Closing Debt indicating that, upon payment of a specified amount, the holder shall release its Liens and other security interests in, and agree to execute Uniform Commercial Code Termination Statements (“UCC-3s”) and such other documents or endorsements necessary to release of record its Liens and other security interest in, the assets and properties of Xxxxxx Xxxx and shall have attached applicable executed UCC-3s.

Further Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement are further subject to the satisfaction or waiver at or prior to the Closing Date (but no such waiver shall waive any rights or remedy otherwise available to Buyer) of the following conditions: (a) The representations and warranties of Sellers Seller contained in Articles Article II and III of this Agreement that are not subject to materiality qualifications shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of such date (without taking into account any disclosures by Sellers Seller of discoveries, events or occurrences arising on or after the date hereof), except for representations and warranties which are as of a different date or period which shall be true and correct in all material respects as of such other date or period. The representations , and warranties Seller shall have delivered to Buyer a certificate signed by an appropriate executive officer confirming the accuracy of Sellers contained in Articles II and III of this Agreement that are subject to materiality qualifications shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such date (without taking into account any disclosures by Sellers of discoveries, events or occurrences arising on or after the date hereof), except for representations and warranties which are as of a different date or period which shall be true and correct in all respects as of such other date or periodwarranties; (b) Sellers Seller shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them it on or prior to the Closing; (c) [Reserved]All Closing Condition Consents and Seller Lender Approvals shall have been obtained, and none of such Closing Condition Consents or Seller Lender Approvals shall contain any conditions or restrictions that restrict or limit the business or activities of Buyer or the Company or have a material adverse effect on, or would be reasonably likely to have a material adverse effect on, Buyer or the Company; (d) No Litigation Buyer shall have received all Buyer Lender Approvals; (e) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any governmental or other regulatory or administrative agency or commission (i) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement or the Escrow Agreement, (ii) seeking to prohibit direct or indirect ownership, combination or operation by Buyer of any portion of the business or assets of the Company or any SubsidiaryCompany, or to compel Buyer or any of its Subsidiaries affiliates or the Company or any Subsidiary to dispose of, or to hold separately, or to make any change in any portion of the business or assets of Buyer or any of its Subsidiaries affiliates or of the Company or its SubsidiariesCompany, as a result of the transactions contemplated by this Agreement, or incur any burden, material burden or (iiiii) seeking to require direct or indirect transfer or sale by Buyer of, or to impose material limitations on the ability of Buyer to exercise full rights of ownership of, any of the Securities, or (iv) imposing or seeking to impose material damages or sanctions directly arising out of the transactions contemplated by this Agreement on Buyer or the Company or any of their respective officers or directors; (e) No law or governmental order was enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.3(d) aboveShares; (f) After the date of this Agreement, no Seller Material Adverse Effect shall have occurred; (g) Buyer shall have received USDA approval of the following items related to retention or transfer of the Owned Real Property and marketing allocation held by the Leased Real Property: (i) From First American Title Insurance Company (“First American”) evidence satisfactory to Buyer that First American has issued, or is committed to issue, at no cost to Buyer, a standard ALTA Owner’s Policy of Title Insurance insuring that CPC is its retention by the fee owner of each Owned Real Property described on Appendix 2.14 – A of the Seller Disclosure Letter as being owned by CPC, which policies shall be in amounts reasonably acceptable to Buyer that approximate the fair market values of such properties and shall be subject only to the exceptions to title set forth in the Preliminary Title Reports described in Appendix 2.14 – C of the Seller Disclosure Letter as applicable to such properties; (ii) From Transnation Title Insurance Company (“Transnation”) evidence satisfactory to Buyer that Transnation has issued, or is committed to issue, at no cost to Buyer, a standard ALTA Owner’s Policy of Title Insurance insuring that PFFJ is the fee owner of the Owned Real Property described on Appendix 2.14 – A of the Seller Disclosure Letter as being owned by PFFJ, which policy shall be in amount reasonably acceptable to Buyer that approximate the fair market values of such property and shall be subject only to the exceptions to title set forth in the Preliminary Title Reports described in Appendix 2.14 – C of the Seller Disclosure Letter as applicable to such property. (iii) From the landlords of the Leased Real Property, the Estoppel Certificates; and (iv) The Restated Leases. (g) The Shareholder Agreement shall have been terminated subject only to the ClosingCompany; (h) All material governmental filingsSeller shall have executed and delivered to Buyer (i) the Transition Services Agreement, authorizations (ii) the Supply Option Agreement, (iii) the Escrow Agreement, (iv) the Working Capital Escrow Agreement and approvals, other than under (v) the HSR Act and any other anti-trust regulations that are required for the consummation of the transactions contemplated by this Agreement will have been duly made or obtainedLicense Agreement; (i) Each of the Employment Agreements Xxxxx shall have been executed by each of and delivered to Buyer the parties thereto and shall be in full force and effect, and none of the Persons who are a party to such agreements shall have notified any Company or any Subsidiary in writing of such Person’s intention of not fulfilling his or her obligations under any such agreementAssignment Agreement; (j) There Seller shall not have occurred since delivered to Buyer evidence of the date release, cancellation and satisfaction in full of this (A) all Liens on the shares of capital stock of the Company, including liens on the Shares, (B) all Liens, other than Permitted Liens, on the assets of the Company, including without limitation, evidence of the release of all such Liens under the Amended and Restated Credit Agreement and be continuing dated as of December 1, 2004 among the financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Seller (the “Seller Credit Facility”) and (C) all guarantees or similar obligations provided or granted by the Company in respect of any obligations owed by Seller or any of its affiliates, including any guaranties provided by the Company under the Seller Credit Facility; (k) Seller shall have delivered to Buyer evidence of its completion of actions to be taken by Seller on or before the Closing Date a Seller Material Adverse Effectin accordance with Section 4.8(a); and (kl) Buyer The employment of each of the Designated Employees shall have received a payoff letter with respect been transferred to all Closing Debt indicating that, upon payment of a specified amount, the holder shall release its Liens and other security interests in, and agree to execute Uniform Commercial Code Termination Statements (“UCC-3s”) and such other documents or endorsements necessary to release of record its Liens and other security interest in, the assets and properties of Xxxxxx Xxxx and shall have attached applicable executed UCC-3sCompany.

Further Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement are further subject to the satisfaction or waiver at or prior to the Closing Date (but no such waiver shall waive any rights or remedy otherwise available to Buyer) of the following conditions: (a) The representations and warranties of Sellers Seller contained in Articles Article II and III of this Agreement that are not subject to materiality qualifications shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of such date (without taking into account any disclosures by Sellers Seller of discoveries, events or occurrences arising on or after the date hereof), except for representations and warranties which are as of a different date or period which shall be true and correct in all material respects as of such other date or period. The representations and warranties of Sellers contained in Articles II and III of this Agreement that are subject to materiality qualifications shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made at and as of such date (without taking into account any disclosures by Sellers of discoveries, events or occurrences arising on or after the date hereof), except for representations and warranties which are as of a different date or period which shall be true and correct in all respects as of such other date or period; (b) Sellers Seller shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them it on or prior to the Closing; (c) [Reserved]All Closing Condition Consents and Seller Lender Approvals shall have been obtained, and none of such Closing Condition Consents or Seller Lender Approvals shall contain any conditions or restrictions that restrict or limit the business or activities of Buyer or any Company or have a material adverse effect on, or would be reasonably likely to have a material adverse effect on, Buyer or any of the Companies; (d) No Litigation There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any governmental or other regulatory or administrative agency or commission (i) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement or the Escrow Agreement, (ii) seeking to prohibit direct or indirect ownership, combination or operation by Buyer of any portion of the business or assets of the Company or any SubsidiaryCompanies, or to compel Buyer or any of its Subsidiaries or the Company affiliates or any Subsidiary of the Companies to dispose of, or to hold separately, or to make any change in any portion of the business or assets of Buyer or any of its Subsidiaries affiliates or of the Company or its SubsidiariesCompanies, as a result of the transactions contemplated by this Agreement, or incur any burden, material burden or (iiiii) seeking to require direct or indirect transfer or sale by Buyer of, or to impose material limitations on the ability of Buyer to exercise full rights of ownership of, any of the Securities, or (iv) imposing or seeking to impose material damages or sanctions directly arising out of the transactions contemplated by this Agreement on Buyer or the Company or any of their respective officers or directorsShares; (e) No law or governmental order was enactedAfter the date of this Agreement, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.3(d) aboveno Seller Material Adverse Effect shall have occurred; (f) Buyer shall have received the following items related to the Owned Real Property and the Leased Real Property: (i) From First American Title Insurance Company (“First American”) evidence satisfactory to Buyer that First American has issued, or is committed to issue, at no cost to Buyer, a standard ALTA Owner’s Policy of Title Insurance insuring that CPC is the fee owner of each Owned Real Property described on Appendix 2.14 – A of the Seller Disclosure Letter as being owned by CPC, which policies shall be Policies in amounts reasonably acceptable to Buyer that approximate the fair market values of such properties and shall be subject only to the exceptions to title set forth in the Preliminary Title Reports described in Appendix 2.14 – C of the Seller Disclosure Letter as applicable to such propertiesaccordance with Section 4.11; (ii) From Transnation Title Insurance Company (“Transnation”) evidence satisfactory to Buyer that Transnation has issued, or is committed to issue, at no cost to Buyer, a standard ALTA Owner’s Policy of Title Insurance insuring that PFFJ is the fee owner of the Owned Real Property described on Appendix 2.14 – A of the Seller Disclosure Letter as being owned by PFFJ, which policy shall be in amount reasonably acceptable to Buyer that approximate the fair market values of such property and shall be subject only to the exceptions to title set forth in the Preliminary Title Reports described in Appendix 2.14 – C of the Seller Disclosure Letter as applicable to such property. (iii) From the landlords of the Leased Real Property, the Estoppel Certificates; and (iv) The Restated Leases. (g) The Shareholder Agreement Seller shall have been terminated subject only executed and delivered to Buyer (i) the ClosingTransition Services Agreement, (ii) the Supplier Agreement, (iii) the Co-Pack Agreement and (iv) the Escrow Agreement; (h) All material governmental filings, authorizations Xxxxx shall have executive and approvals, other than under delivered to Buyer (i) the HSR Act Assignment Agreement and any other anti-trust regulations that are required for (ii) the consummation of the transactions contemplated by this Agreement will have been duly made or obtainedLicense Agreement; (i) Each Seller shall have delivered to Buyer evidence of the Employment Agreements shall have been executed by each release, cancellation and satisfaction in full of (A) all Liens on the shares of capital stock of the parties thereto Companies, including liens on the Holdings Shares and shall be in full force and effectthe Brands Shares, and none (B) all Liens, other than Permitted Liens, on the assets of any of the Persons who are a party to Companies, including without limitation, evidence of the release of all such agreements shall have notified Liens in favor of General Electric Capital Corporation and of Xxxxxx Trust and Savings Bank and (C) all guaranties or similar obligations provided or granted by any Company of the Companies in respect of any obligations owed by Imperial or any Subsidiary in writing of such Person’s intention its affiliates, including any guaranties provided by any of not fulfilling his or her obligations under any such agreementthe Companies to General Electric Capital Corporation and Xxxxxx Trust and Savings Bank; (j) There Seller shall not have occurred since the date delivered to Buyer evidence of this Agreement and its completion of actions to be continuing as of taken by Seller on or before the Closing Date a in accordance Section 4.8(a) of this Agreement; (k) Seller Material Adverse Effectshall have caused that certain Trademark License Agreement, dated December 7, 2001, between Xxxxx and King to be assigned to Hormel Foods, LLC and such other agreements designated by Seller pursuant to Section 4.3(f) to be assigned on or before Closing to Brands or such other of the Companies designated by Buyer; (l) The employment of each of the Designated Employees shall have been transferred to Holdings; and (km) Buyer All Privilege Closing Conditions, if any, shall have received a payoff letter with respect to all Closing Debt indicating that, upon payment of a specified amount, the holder shall release its Liens and other security interests in, and agree to execute Uniform Commercial Code Termination Statements (“UCC-3s”) and such other documents or endorsements necessary to release of record its Liens and other security interest in, the assets and properties of Xxxxxx Xxxx and shall have attached applicable executed UCC-3sbeen satisfied.