Satisfaction of Conditions of AutoDiagnos Acquisition Sample Clauses

Satisfaction of Conditions of AutoDiagnos Acquisition. The Agent shall have received (a) a consolidated balance sheet and a consolidated statement of income and cash flow of AutoDiagnos for each of the fiscal years 1997, 1998 and 1999 (each such statement having been accurately and completely translated into English), (b) a report, satisfactory in form and substance to the Agent, from PricewaterhouseCoopers LLP as to historical financial statements of AutoDiagnos as well as the projections prepared by AutoDiagnos and all relevant work papers prepared in connection therewith, (c) written certification from the Company that since the Balance Sheet Date there has occurred no material adverse change in the financial condition or business of AutoDiagnos as shown on the most recent financial statements delivered to the Company by AutoDiagnos and (d) evidence that all of the closing conditions in the AutoDiagnos Acquisition Documents have been satisfied without recourse to any provision permitting the waiver by any party thereto of any condition, obligation, covenant or other requirement and the AutoDiagnos Acquisition has occurred. In addition, GenRad Sweden shall have completed the AutoDiagnos Acquisition pursuant to the terms of the AutoDiagnos Acquisition Documents and other wise on terms that are reasonably satisfactory to the Agent in all respects, including that GenRad Sweden shall have acquired at least ninety percent (90%) of the outstanding capital stock of AutoDiagnos on the AutoDiagnos Acquisition Closing Date and that the aggregate purchase price paid in connection with the AutoDiagnos Acquisition shall not exceed, in the aggregate, $30,000,000 and any fees incurred in connection with the AutoDiagnos Acquisition shall be in amounts acceptable to the Agent and the Banks.
Sample 1
AutoNDA by SimpleDocs

Related to Satisfaction of Conditions of AutoDiagnos Acquisition

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing:

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Buyer:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.