Purchaser’s Closing Conditions. The transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date:
(i) the representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times;
(ii) the Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and
(iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing.
Purchaser’s Closing Conditions. The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):
Purchaser’s Closing Conditions. Each Purchaser's obligation to purchase the Purchased Securities pursuant to Section 2.1 is subject to compliance by the Company with its agreements herein contained, and to the satisfaction, on or prior to the Closing Date of the following conditions:
Purchaser’s Closing Conditions. The obligation of Purchaser to proceed with the Closing contemplated hereby is subject, at the option of Purchaser, to the satisfaction on or prior to the Closing Date of all of the following conditions:
Purchaser’s Closing Conditions. The Purchaser shall only be obligated to close as provided in Clause 3.3 if all of the following Closing Conditions have been met:
(i) All of the Statements of Seller and Pinnacle, Inc., where applicable, contained in this Agreement are true and correct on and as of the Closing as if made on and as of the Closing (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), and (ii) Seller and Pinnacle, Inc., as applicable, shall have performed or complied or delivered, as the case may be, all covenants, agreements, conditions or documents required by this Agreement to be performed, complied with or delivered by Seller or Pinnacle, Inc., as applicable, prior to or on the Closing, except in each case of clause (i) or (ii) of the foregoing, which has not caused or would not reasonably be expected to cause a Material Adverse Change. Notwithstanding the foregoing, there shall not exist a breach of a representation or warranty on the part of Seller (a) regarding legal rights (Rechte), title (Eigentum) or economic interest (wirtschaftliches Eigentum) that would impair Purchaser’s ability to acquire by this Transaction the Share free and clear from any encumbrances, liens or any other rights or interests of third parties of any type whatsoever and to become sole and unrestricted shareholder of the Company or (b) that would materially and adversely affect the right or power of Purchaser or the Company to own and operate the Xxxxxxxxx Business or the Xxxxxxxxx US Business or create a material adverse restriction, impediment or cessation of the manufacture and/or marketing of any material product presently manufactured and/or marketed by the Company, in each case which shall not have been cured within ten (10) business days following receipt by Seller of written notice of such breach from Purchaser;
3.1.2 there shall not be instituted and pending or threatened any action before any court or governmental entity to restrain or prohibit this Agreement or the consummation of the transactions contemplated hereby; and no preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing consummation of the sale of the Share to Purchaser shall be in effect;
3.1.3 Pinnacle, Inc. and the Purchaser (or any party as designated by the Purchaser) have entered into an Asset Purchase and Sale Agreement relating to the Xxxxxxxxx US-Busine...
Purchaser’s Closing Conditions. The obligation of each Purchaser to purchase the Shares on the Closing Date shall be subject, in the absence of a written waiver by or on behalf of such Purchaser, to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
Purchaser’s Closing Conditions. Purchaser’s obligations to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditions, except as Purchaser may waive in writing.
Purchaser’s Closing Conditions. The obligation of Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at the Closing) (the "Purchaser's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Purchaser only in a writing executed by Purchaser (provided, however, that Purchaser's acceptance of the Interests Transfer from Seller shall be deemed to be a waiver of any unsatisfied conditions regardless of whether Purchaser executes a separate written instrument to that effect at the Closing):
Purchaser’s Closing Conditions. The obligation of the Purchaser to purchase and pay for the Purchased Securities to be purchased by the Purchaser on the Closing Date, as provided in Section 2 hereof, shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions, except as otherwise waived by the Purchaser in writing:
Purchaser’s Closing Conditions. Purchaser’s obligation to consummate the Closing is subject to the following conditions precedent (“Purchaser’s Closing Conditions”), which conditions may be waived by Purchaser in writing as its option:
(a) All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date, subject to any updates to the representations of which Seller notifies Purchaser after the Effective Date pursuant to Section 8.1 hereof.
(b) Seller shall have delivered all of the documents required to be delivered by Seller pursuant to Section 10.4 and shall have performed in all material respects all of its other obligations, hereunder required to be performed by the Closing Date and complied with all conditions, required by this Agreement to be performed or complied with by Seller at or prior to the Closing. In the event the purchase and sale of the Property are not consummated because any condition precedent to Purchaser’s obligation to close set forth in this Section 10.1.1 has not been satisfied or waived by Purchaser in writing by the Closing Date, the Deposit shall be returned to Purchaser, this Agreement shall terminate and neither party shall have any further rights or obligations hereunder.
