Seller Closing Conditions. The obligation of Seller to consummate the Closing hereunder is subject to satisfaction, at or prior to Closing, of each of the following conditions (unless waived in writing by Seller):
Seller Closing Conditions. The obligation of Seller to consummate the Closing is subject to satisfaction of the following conditions (collectively, the “Seller Closing Conditions”):
7.2.1 This Agreement shall be in full force and effect.
7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing.
7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made).
7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects.
7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing.
7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement.
(i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.
Seller Closing Conditions. The conditions set forth in this Section 5(b) are conditions precedent to Seller’s obligation to sell the Property (“Seller Closing Conditions”). The Seller Closing Conditions are intended solely for the benefit of Seller. If any of the Seller Closing Conditions is not satisfied, Seller shall have the right in its sole discretion either to waive the Seller Closing Condition and proceed with the transaction or terminate this Agreement by written notice to Buyer and the Title Company.
Seller Closing Conditions. Conditions precedent to Seller’s obligation to consummate this transaction, as set forth in Section 5(b).
Seller Closing Conditions. The following conditions shall exist at the time of Closing hereunder, and the obligation of Seller to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Seller, to the extent permitted by applicable Law) of each such condition of each such condition:
14.2.1 Each of the representations and warranties of Purchaser contained herein and each of the representations of the Buyer contained in the Asset Purchase Agreement shall be true in all material respects as if made as of the date of Closing, and Purchaser and the Buyer shall have complied with and not be in material breach of any of the covenants of Purchaser hereunder and the Buyer thereunder to the extent such covenants are by their terms to be performed on or before the Closing.
14.2.2 The conditions to Seller’s obligation to consummate the transactions contemplated by the Asset Purchase Agreement (other than the consummation of the transactions contemplated by this Agreement) shall have been satisfied before or substantially simultaneously with the Closing contemplated by this Agreement.
14.2.3 Purchaser has entered into the Collective Bargaining Agreement described in Section 14.1.4 or in the alternative, a closing agreement by and between the Southern Region Workers United SEIU and Seller shall have been executed or shall be executed simultaneously as part of the Closing contemplated by this Agreement.
14.2.4 The Bankruptcy Court Approval shall have been obtained or deemed to be obtained and no order or appeal preventing the Closing shall be pending.
Seller Closing Conditions. (a) Sellers’ obligation to sell the Acquired Assets, and the obligation of Sellers to close the Transaction, is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) at or prior to Closing:
(1) Buyer’s representations and warranties in Article 5 are true and correct on the Closing Date as if made at and as of Closing;
(2) Buyer has executed and delivered all of the documents and instruments that it is required to execute and deliver or enter into prior to or at Closing, and has performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and
(3) since the date of this Agreement, no Suit has been initiated or threatened that challenges or seeks damages or other relief in connection with the Transaction or that could seeks to prevent the Transaction.
Seller Closing Conditions. The obligation of the Sellers to proceed with the Closing contemplated hereby is subject, at the option of the Sellers, to the satisfaction or waiver by the Sellers, in their sole discretion, on or prior to the Closing Date of all of the following conditions:
Seller Closing Conditions. Seller’s obligation to consummate the Contemplated Transaction is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) prior to or at Closing:
(a) the representations and warranties of Purchaser and Rotate Black in Article 6 are true and correct in all material respects on the Closing Date as if made at and as of Closing;
(b) Rotate Black has executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all the other material obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy prior to or at Closing; and
(c) Seller has obtained approval of this Agreement and the Contemplated Transaction by its Stockholders, board of directors and other contracted parties who have approval any changes in control;
(d) since the date of this Agreement, no Governmental Authority has initiated any inquiry or investigation or requested any information from any Party regarding the Contemplated Transaction, and no Suit has been initiated or Threatened that challenges or seeks damages or other relief in connection with the Contemplated Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transaction. Seller may waive any condition specified in this Section 9.2 by a written waiver delivered to Purchaser at any time prior to or at Closing.
Seller Closing Conditions. The obligations of Seller to consummate the transactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) Other than the Fundamental Representations of Buyer, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Buyer shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date).
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. Exhibit 2.1
(c) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date
(d) Since the date of this Agreement, there shall not have occurred any change, circumstance or effect that, individually or in the aggregate, has had a Material Adverse Effect.
Seller Closing Conditions. Following the Second Due Diligence Deadline, Seller’s obligation to consummate the sale of the Property is conditioned upon the satisfaction or Seller’s written waiver on or prior to the Closing Date of the conditions set forth in this Section 6.2 below (collectively, the “Seller Closing Conditions”). The obligations of the parties with respect to the Seller Closing Conditions are as set forth below in this Section 6.2.
