Second Closing Date Conditions Clause Samples

Second Closing Date Conditions. With respect to the Second Closing Date: (a) The First Closing Date shall have occurred; (b) The representations and warranties of Seller and each other party to the Transaction Documents (other than Buyer and Buyer's Affiliates) in this Agreement and each other Transaction Document shall be true and correct as of the Second Closing Date; (c) Seller and each other party to the Transaction Documents (other than Buyer and Buyer's Affiliates) shall have performed all of the covenants and obligations to be performed by such Person on or prior to the Second Closing Date under this Agreement and each other Transaction Document; (d) Seller shall have provided to Buyer certificates of the manager of Seller and M Capital, in form and substance satisfactory to Buyer, (i) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by Seller or M Capital, as applicable, and the validity against Seller or M Capital, as applicable, of the Transaction Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (ii) certifying (A) that the conditions specified in Sections 8.02(b) and (c) have been satisfied as of the Second Closing Date, and (B) that there has been no event or circumstance that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) No Event of Default shall exist, or would result from the payment of the Purchase Price or from the application of the proceeds thereof; (f) No Material Adverse Effect shall have occurred since April 30, 2014; (g) Seller shall have completely satisfied its obligations to deliver all the Purchased Shares in accordance with Section 2.4 by the Final Delivery Date; and (h) The Second Closing Date shall have occurred by June 30, 2014.