Seller’s Obligation. The obligation of Sellers to sell and deliver the Assets to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing. (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect. (iii) The waiting period under the HSR Act shall have expired or terminated.
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Samples: Asset Purchase Agreement (Target Corp), Asset Purchase Agreement (May Department Stores Co)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets HLS Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer and each of the Principals made in this Agreement shall be true and correct in all material respects on and as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as time of an earlier date) immediately prior to the Closing, Closing as though made immediately prior to as of such time. Buyer and each of the Closing; Buyer Principals shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer or such Principal as the case may be, by the time of the Closing; . Buyer and Buyer each of the Principals shall have delivered to the Company Seller a certificate dated the Closing Date and signed signed, in the case of Buyer and XxXxxxxx, by an executive authorized officer of Buyer on behalf and XxXxxxxx, respectively, and, in the case of Buyer Xxxxxxx and Nemelka, by Xxxxxxx and Xxxxxxx, respectively, confirming the foregoing.
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure The stockholders of Buyer to acquire ownership ofshall have approved the Charter Amendment, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) and the Charter Amendment shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effecthave become effective.
(iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order entered, promulgated or issued by any Governmental Entity preventing the purchase and sale of the HLS Shares shall be in effect.
(iv) The waiting period stockholders of Buyer shall include at least 300 persons not affiliates or associates of, or employed by, Buyer or any of its affiliates and associates; and each of such 300 persons shall own beneficially and of record at least 100 shares of Buyer Class A Stock; and Seller shall have received a certificate, signed by Xxxxxxx, to the effect of the foregoing.
(v) Seller shall have received a reliance letter, in the form of Exhibit B, from Xxxxxxxxx, Xxxxx & Xxxxx, P.C., with respect to the audited financial statements included in the Buyer's Annual Report on Form 10-KSB for the year ended December 31, 1996 (the "1996 Form 10-KSB").
(vi) Seller shall have received all approvals from the Bermuda Monetary Authority necessary to consummate the transactions contemplated hereby.
(vii) In the event XxXxxxxx shall have made any transfers of any shares of Buyer Class A Stock pursuant to Section 8(c), Seller shall have received (A) a certificate of XxXxxxxx dated the Closing Date identifying each such transferee, including the number of shares transferred, and confirming that they have advised each such transferee that such shares of Buyer Class A Stock are "restricted securities" under the HSR Securities Act shall have expired or terminatedof 1933, as amended (the "Securities Act") and (B) an agreement from each such transferee complying with the requirements of Section 8(c).
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Seller’s Obligation. The obligation of Sellers to sell and deliver the Assets indemnify Buyer pursuant to Buyer is Section 15.1(a) shall be subject to the satisfaction (or waiver and limited by Sellers) as of the Closing each of the following conditionsqualifications:
(i) The representations and warranties Each of Buyer the Title Interest Representations made by Seller in this Agreement or pursuant hereto shall survive the Closing hereunder for the respective statute of limitations governing the survival thereof, unless (and then only to the extent) a claim shall have been 44 52 commenced by Buyer's providing Seller (and the Escrow Agent, if there shall then be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier dateEscrow Agent) immediately with written notice thereof prior to the Closing, as though made immediately prior expiration of that statute of limitations. In any notice delivered by Buyer pursuant to the Closing; preceding sentence, Buyer shall have performed or complied in all material respects with all obligations identify the claim, set forth the basis thereof and covenants required by this Agreement to be performed or complied with by Buyer by the time its good faith estimate of the Closing; amount of damages thereof, and Buyer in that event the applicable Title Interest Representations shall have delivered survive solely with respect to such claim until such claim has been resolved, and thereafter shall be extinguished as to such claim. No legal action or proceeding for the Company a certificate dated enforcement of any Title Interest Representation may be commenced after the Closing Date and signed by an executive officer expiration of Buyer on behalf the respective statute of Buyer confirming limitations governing the foregoingsurvival of that representation or warranty.
(ii) Each of the other representations and warranties made by Seller in this Agreement or pursuant hereto (i.e., other than any Title Interest Representation) shall survive the Closing hereunder for a period of fifteen (15) months from and after the Closing Date, unless (and then only to the extent) a claim shall have been commenced by Buyer's providing Seller and the Escrow Agent with written notice thereof within fifteen (15) months after the Closing Date. In any notice delivered by Buyer pursuant to the preceding sentence, Buyer shall identify the claim, set forth the basis thereof and its good faith estimate of the amount of damages thereof, and in that event the applicable representations and warranties shall survive solely with respect to such claim until such claim has been resolved, and thereafter shall be extinguished as to such claim. No injunction legal action or order proceeding for the enforcement of any court or administrative agency of competent jurisdiction shall foregoing claim may be in effect that restrains or prohibits commenced more than fifteen (15) months following the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectClosing Date.
(iii) The waiting period under the HSR Act Seller shall have expired no liability to Buyer for or terminatedon account of any of the Indemnifiable Damages provided in Section 15.1(a)(i) (except with respect to any broker's fee payable by ACEC or Seller pursuant to Section 5.22) unless and until such damages in the aggregate (exclusive of and without reference to any and all damages attributable to any breach of any representation or warranty attributable to Seller's breach of any covenant, provided that the breach of such covenant is indemnifiable by Seller under Section 15.1(a)(ii)) exceed Five Hundred Thousand dollars ($500,000) (the "Basket"), in which case such damages shall include the entire amount of the Indemnifiable Damages, including those not in excess of the Basket.
(iv) The total aggregate liability of Seller, whether pursuant to its indemnity obligation under this Section 15.1 or otherwise under this Agreement, shall be limited in all respects to, and shall be payable solely from, the Indemnity Fund; provided, that (a) the total aggregate liability of Seller as to any and all breaches of any and all of Seller's representations or warranties (other than any Title Asset Representation or any Title Interest Representation) shall be limited in all respects to Seven Million Two Hundred Thousand dollars ($7,200,000) of the Indemnity Fund and (b) the total liability of Seller as to any breach of any Title Interest Representation shall not be limited to or by the Indemnity Fund but shall instead be limited solely to the amount of the Purchase Price. Upon the occurrence of an event to which Seller's indemnity obligations under this Section 15.1 applies, Buyer's sole and exclusive remedy shall be recourse to the Indemnity Fund (except as hereinabove expressly provided otherwise with respect to any Title Interest Representation).
(v) In the event that Buyer shall submit any claim for indemnification by Seller under 45 53 this Agreement, the basis for which claim could or might reasonably support any claim by ACEC against any one or more of Booth Communications Of Southern California Assets, Inc., Booth Communications Of Southern California, Inc., Booth American Company, DCA Cablevision and The Marks Partners, L.P. (whether in any such Person's capacity as seller, guarantor or otherwise), Buyer shall diligently pursue such claim and shall credit any recovery thereon to and against Buyer's foregoing claim for indemnification against Seller, and Seller shall cooperate fully with Buyer's prosecution of any such claim.
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Samples: Membership Purchase Agreement (Charter Communications Holdings Capital Corp)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) Buyer shall deliver to Seller, by wire transfer to the bank account or accounts, designated in writing by Seller at least two business days prior to the Closing Date, the Adjusted Purchase Price in immediately available funds .
(ii) Buyer shall deliver to Seller:
(1) a certificate of good standing of Buyer from the incorporation authority in its jurisdiction of organization;
(2) a certificate of the Secretary of Buyer certifying (a) the resolutions of the shareholders and board of directors of Buyer approving the transactions contemplated hereby and (b) the incumbency of each individual executing this Agreement or any other documents contemplated hereby on behalf of Buyer.
(iii) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all respects, on and as of an such earlier date) immediately prior ), in each case except for breaches as to the Closing, as though made immediately prior to the Closing; matters that would not have a Material Adverse Closing Effect on Seller. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing, in each case except for breaches as to matters that would not have a Material Adverse Closing Effect on Seller ; provided, however, that this condition shall be deemed to be waived by Seller as to any breaches of such representations and/or warranties if Buyer provides to Seller indemnification in form and substance reasonably satisfactory to Seller and its counsel with respect to any such breach, including, if requested by Seller, reasonable evidence of insurance or other assets sufficient to fund such indemnification. Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iiiv) Seller shall have received an opinion dated the Closing Date of Sonnxxxxxxxx Xxxx & Xosexxxxx, counsel to Buyer, substantially in the form of Exhibit B.
(v) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Shares or any court or administrative agency of competent jurisdiction other transaction contemplated by this Agreement shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets effect.
(vi) There shall not be deemed pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit the purchase or and sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, Shares or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale other transactions contemplated by this Agreement or seeking to obtain any material damages from Seller in connection with the purchase and Rosedale stores sale of the Shares or any other transaction contemplated by this Agreement; provided, however, that this condition shall not be considered deemed to be all waived by Seller as to any suit, action or a part of a Material Adverse Effect.
proceeding (iii) The waiting period under the HSR Act shall have expired or terminated.except for any
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Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Shares and the Other Assets to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement qualified as to materiality shall be true and correct, and those representations not so qualified shall be true and correct in all material respects respects, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (except as they may be affected by transactions contemplated hereby and except for in which case such representations and warranties that by their terms are made only qualified as to materiality shall be true and correct, and those representations and warranties not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) Seller shall have received an opinion dated the Closing Date of Xxxxxxxx & Xxxxxxxx, counsel to Buyer, substantially in the form of Exhibit D, and Xxxxxx X. Xxxxxxxxx, Vice-President-Legal Affairs and General Counsel of Buyer, substantially in the form of Exhibit E.
(c) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order of enacted, entered, promulgated, enforced or issued by any court Governmental Entity or administrative agency of competent jurisdiction other legal restraint or prohibition shall be in effect that restrains or prohibits preventing the purchase or consummation of the transactions contemplated to occur at the Closing. The parties shall have received all authorizations, consents, orders and approvals of Governmental Entities required in order to consummate the sale of the Shares and the Other Assets hereunder; provided that an injunction or court order that prohibits and the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale execution and delivery of the Assets hereunder unless Transaction Agreements, except the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effectconsents listed on Schedule 4.2.
(iiid) The waiting period under the HSR Act Act, if applicable to the purchase and sale of the Shares and the Other Assets, shall have expired or been terminated.
(e) The Transition Distribution Services Agreement, the Distribution Agreement, the Cross-Licensing Agreement and the Manufacturing Agreement shall have been executed and delivered by the parties thereto.
(f) Buyer and Seller shall have executed a xxxx of sale for each relevant country with respect to the Other Assets in forms to be mutually agreed upon.
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Seller’s Obligation. The obligation obligations of Sellers to sell and deliver the Assets to Buyer is are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) Sellers shall have received an opinion dated the Closing Date of Xxxxxxx X. Xxxxxxxx, Esq., counsel to Buyer, as to the matters set forth in Exhibit D, which opinion shall be reasonably satisfactory in form to Sellers.
(c) No injunction or order of shall have been granted by any court or administrative agency of competent jurisdiction shall be in effect Governmental Authority that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to would restrain or prohibit the purchase Transactions or sale that would impose damages as a result thereof, and no action or proceeding shall be pending before any Governmental Authority in which any Person seeks such a remedy (if in the opinion of the Assets hereunder unless the failure of Buyer counsel to acquire ownership of, or leasehold interests in, such parcels or other Assets has Sellers there exists a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part reasonable risk of a Material Adverse Effectmaterially adverse result in such pending action or proceeding).
(iiid) The waiting period under the HSR Act MagneTek shall have expired or terminatedreceived from Buyer insurance certificates reflecting compliance with the provisions of Section 7.5.
(e) MagneTek shall have received Releases from Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx in substantially the form attached to their respective Retention Agreements dated as of March 1, 1994.
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Seller’s Obligation. The obligation of Sellers ------------------- Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) Seller shall have received customary opinions dated the Closing Date of Cravath, Swaine & Xxxxx, counsel to Buyer, and Xxxx X. Xxxxxxx, Esq., Senior Vice President, General Counsel and Corporate Secretary of the Buyer.
(iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Shares shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets effect.
(iv) There shall not be deemed pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit the purchase or and sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, Shares or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale other transactions contemplated by this Agreement or seeking to obtain from Seller or any of its subsidiaries in connection with the purchase and Rosedale stores sale of the Shares any damages that are material in relation to Seller and its subsidiaries taken as a whole; provided, however that this condition shall not be considered deemed to be all waived -------- ------- by Seller as to any suit, action or a part of a Material Adverse Effectproceeding (except for any suit, action or proceeding by any Governmental Entity) if Buyer provides to Seller indemnification in form and substance reasonably satisfactory to Seller and its counsel with respect to any such suit, action or proceeding.
(iiiv) The waiting period under the HSR Act Act, if applicable to the purchase and sale of the Shares, shall have expired or been terminated.
(vi) The Cost of Remediation shall have been finally determined.
(vii) The Buyer Shares shall have been approved for listing, subject to receipt of official notice of listing, by the American Stock Exchange.
(viii) Seller and Buyer shall have entered into the Seller Registration Rights Agreement.
(ix) Seller shall have received customary closing certificates pertaining to Buyer, including a certificate of good standing from the Secretary of State of the State of Delaware dated as of a date reasonably prior to the Closing Date.
(x) Seller shall have determined that the transfer of the Excluded Assets can be accomplished in a manner that will not result in a material adverse effect on the value of the Excluded Assets.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell consummate the transactions contemplated by this Agreement, including the transfer of Seller's right, title, and deliver interest in the Assets Shares to Buyer Buyer, is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of each of the following conditions:
(i) The Each of the representations and warranties of Buyer made contained in this Agreement or contained in the form of Note Purchase Agreement attached as Exhibit A, considered individually, shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to before the Closing, as though made immediately prior to before the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement or the Note Purchase Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Seller a certificate executed by an authorized officer of Buyer dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) Seller shall have received an opinion of Akin, Gump, Strauss, Hauer and Feld, L.L.P., substantially in the form of Exhibit X; xnd an xxxnion of Salvador Vargas Guajardo, General Counsel of Buyer, substantxxxxx xx xxx xxxx xx Xxxibit G; each of which opinions shall be dated as of the Closing Date.
(iii) No action, lawsuit, proceeding, or investigation by any government body shall be pending or, to the knowledge of Buyer, threatened in writing by the governmental body wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful; no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or consummation of the transactions contemplated hereby; and no law shall be in effect which shall make illegal Seller's sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed Shares to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectBuyer.
(iiiiv) The waiting period All filings required under the HSR Act shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated.
(v) Seller and all of its affiliates other than the Company and the Subsidiaries shall have been released from all, and shall have no obligations or contingent obligations or be subject to any recourse under any guarantees thereby of, or other financial accommodations thereby with respect to, and none of the assets of Seller or any such affiliates shall be subject to any security for any, indebtedness or other obligations of the Company or one or more of the Subsidiaries; and none of Seller nor any of its affiliates other than the Company and the Subsidiaries shall have any reimbursement obligations to issuers of letters of credit or other third-party credit enhancements backing obligations of the Company or any of its Subsidiaries.
(vi) all intercompany loans and accounts between any of the Company or the Subsidiaries, on the one hand, and Seller or any of its other affiliates, including Robin Hood, on the other hand, shall have been paid in full xxx xxx xxher agreements and arrangements between any of the Company or the Subsidiaries, on the one hand, and Seller or any of its other affiliates, including Robin Hood, on the other hand, required by this Agreement to xx xxxxxxated at or prior to Closing shall have been terminated.
(vii) Seller shall have received (A) certified copies of resolutions adopted by Buyer's Board of Directors approving the execution, delivery, and performance of this Agreement, the Note Purchase Agreement and the Note and the consummation of the transactions contemplated hereby and thereby and (B) copies of the charter documents and bylaws of Buyer.
(viii) The fairness opinion referred to in Section 23 shall not have been withdrawn or modified in a material manner.
(ix) All proceedings to be taken by Buyer in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to be delivered by Buyer in connection with the transactions contemplated hereby will be reasonably satisfactory to Seller.
(x) Buyer shall have executed and delivered to Seller the Note Purchase Agreement and the Note.
Appears in 1 contract
Samples: Stock Purchase Agreement (International Multifoods Corp)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of each of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of Buyer made in this Agreement that are not so qualified shall be true and correct in all material respects respects, in each case, as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only speak as of an a specific earlier date) immediately prior to on and as of the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No injunction or order of shall have been granted by any court or administrative agency other Governmental Authority of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or would prohibit the purchase Transactions or sale of the Assets hereunder unless the failure of Buyer to acquire ownership ofthat would impose damages as a result thereof and no Law shall have been enacted, entered, promulgated or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order enforced by any Governmental Authority which prohibits the transfer of any or all consummation of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectTransactions substantially on the terms contemplated hereby.
(iiic) The waiting period under Buyer and the HSR Act Escrow Agent shall have expired or terminatedexecuted and delivered the Escrow Agreement and the Liquidity Escrow Agreement.
(d) Buyer shall have executed and delivered the Liquidity Agreement.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) Seller shall have received an opinion dated the Closing Date of Xxxxxxx, Xxxxxx & Green, P.C., counsel to Buyer, substantially in the form of Exhibit C, and an opinion dated the Closing Date of Xxxxxx Xxxxxx, Esq., regulatory counsel to Buyer, substantially in the form of Exhibit D.
(iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Shares shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets effect.
(iv) There shall not be deemed pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit the purchase or and sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, Shares or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale other transactions contemplated by this Agreement or seeking to obtain from Seller or any of its subsidiaries in connection with the purchase and Rosedale stores shall not be considered sale of the Shares any damages that are material in relation to be all or Seller and its subsidiaries taken as a part of a Material Adverse Effectwhole.
(iiiv) The waiting period under the HSR Act Act, if applicable to the purchase and sale of the Shares, shall have expired or been terminated.
(vi) Frontier Insurance Company shall have maintained a rating by A.M. Best & Co. of "A-" or better from the date of this Agreement through and including the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Frontier Insurance Group Inc)
Seller’s Obligation. The obligation obligations of Sellers Seller to sell and deliver the Assets to Buyer is are subject to the satisfaction (or waiver by SellersSeller in writing) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) Seller shall have received an opinion dated the Closing Date of Xxxxx & Lardner, counsel to Buyer, as to the matters set forth in Exhibit F, which opinion shall be reasonably satisfactory in form to Seller.
(c) No injunction or order of shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to would restrain or prohibit the purchase Transactions or sale that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any person seeks such a remedy (if in the Assets hereunder unless the failure written opinion of Buyer counsel to acquire ownership of, or leasehold interests in, such parcels or other Assets has Seller there exists a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part reasonable risk of a Material Adverse Effectmaterially adverse result in such pending action or proceeding).
(iiid) The waiting period under the HSR Act Buyer shall have expired executed and delivered the Exclusive Manufacturing Agreement, the Sublease and the License Agreement.
(e) Continental Bank Letter of Credit No. C7242246 in the amount of $847,500 issued to Seller in respect of the Division shall have been returned to Seller and replaced (or terminatedthe obligation to maintain such letter of credit extinguished) by Buyer.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers to sell and deliver the Purchased Assets to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of each of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects respects, in each case, as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only speak as of an a specific earlier date) immediately prior to and on and as of the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No injunction or order of shall have been granted or issued by any court or administrative agency other Governmental Authority of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to would restrain or prohibit the purchase Transactions or sale of the Assets hereunder unless the failure of Buyer to acquire ownership ofthat would impose material damages as a result thereof and no Law shall have been enacted, entered, promulgated or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order enforced by any Governmental Authority which prohibits the transfer of any or all consummation of the Ridgedale and Rosedale stores shall not be considered to be all Transactions substantially on the terms contemplated hereby or a part has the effect of a Material Adverse Effectmaking the acquisition of the Business by Buyer or any of its Affiliates illegal.
(iiic) The waiting period (and all extensions thereof) under the HSR Act German Antitrust Laws (if applicable) shall have expired or been terminated.
(d) The authorizations, approvals and consents set forth on Schedule 3.2(d) shall have been obtained.
(e) Buyer shall have delivered or caused to be delivered (i) the Bxxx of Sale and the Assignment and Assumption Agreement and (ii) the Ancillary Agreements, in each case, duly executed by Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ameron International Corp)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer and the Addixxxxx Group made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer and the Addixxxxx Xxxup shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer and the Addixxxxx Xxxup by the time of the Closing; and Buyer and the Addixxxxx Xxxup shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer and by the Addixxxxx Xxxup confirming the foregoing.
(ii) Seller shall have received an opinion dated the Closing Date of Wyatx, Xxrrxxx & Xombx, xxunsel to Buyer and the Addixxxxx XXxup, substantially in the form of Exhibit B.
(iii) No injunction or order of any court or administrative agency or instrumentality shall be in effect, and no statute, rule or regulation of any governmental authority of competent jurisdiction shall be in effect that have been promulgated or enacted, as of the Closing which restrains or prohibits the purchase or and sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership ofShares.
(iv) No action, or leasehold interests in, one or more parcels of Real Estate suit or other Assets shall not be deemed proceeding by any person to restrain or prohibit the purchase or and sale of the Assets hereunder unless Shares or seeking material damages in connection therewith shall be pending which in the failure written opinion of Buyer Seller's counsel is reasonably likely to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effectsucceed.
(iiiv) The waiting period under the HSR Act shall have expired or been terminated.
(vi) Documentation from (A) PNC Bank ("PNC Bank", the Companies' primary lender), individually and as agent for itself and Pittsburgh National Bank, evidencing the release of each of ARI and Seller and their respective assets under existing credit agreements, and (B) Provident Bank evidencing the release of ARI under its guaranty of capitalized lease obligations of TMI and the other Companies, satisfactory to ARI and Seller in their sole discretion shall have been obtained.
(vii) At or prior to Closing, ARI and principals, directors, officers and agents of ARI and its subsidiaries (excluding each Company), shall have been removed and released from any liability or obligation under all bonds and guarantees made for the benefit of the Companies, including, but not limited to, the bonds and guarantees specified on Schedule 3(b)(vii); or in the alternative, at Seller's option, shall have been provided an Indemnity Agreement substantially in the form of the Indemnity Agreement attached hereto as Exhibit C. The Buyer and the Addixxxxx Xxxup will use their best efforts to obtain the above-described releases under the bonds and guarantees in an expeditious manner.
(viii) Seller shall have received all necessary approvals of the transactions contemplated by this Agreement from the Boards of Directors of ARI and Seller, and where applicable, the Companies.
(ix) ARI shall have received a fairness opinion from a nationally recognized investment banking firm to the effect that the sale of the Shares and the transactions contemplated by this Agreement and the Agreement of Split-Off and Reorganization are fair from a financial point of view to the stockholders of ARI other than the Addixxxxx Xxxup.
(x) Any consents required under the documents described on Schedule 3(b)(x) shall have been obtained.
(xi) Seller shall have received an opinion from special Delaware counsel to the effect that the transactions contemplated in this Agreement do not require the approval of the stockholders of ARI under Delaware General Corporation Law.
(xii) A certificate of the Chief Executive Officer and the Chief Financial Officer of the Buyer to the effect that after giving effect to the transactions contemplated hereby and by any financing of Buyer to consummate said transactions, the Buyer and the Companies are Solvent. "Solvent" shall mean that after giving effect to the transactions contemplated hereby and the financing (a) the sum of the assets, at a fair valuation, of the Companies (taken as a whole) will exceed their debts; (b) the Companies (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their ability to pay such debts as such debts mature; and (c) the Companies (taken as a whole) will have sufficient capital with which to conduct their business. For their purposes "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. In lieu of the foregoing, Buyer may furnish a copy of any solvency certificate furnished to Buyer's financing source, addressed to Seller.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions:
(i) 5.2.1 The representations and warranties of Buyer made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) 5.2.2 Sellers shall have received an opinion dated the Closing Date of Xxxxxx & Fox, counsel to Buyer, in a form reasonably satisfactory to Sellers.
5.2.3 No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Shares shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets effect.
5.2.4 There shall not be deemed pending or threatened by any Governmental Entity or by any other person any suit, action or proceeding challenging or seeking to restrain or prohibit the purchase or and sale of the Assets hereunder unless Shares or any of the failure other transactions contemplated by this Agreement or seeking to obtain from Sellers or any of its affiliates in connection with the purchase and sale of the Shares any material damages; provided, however, that this condition shall be deemed to be waived by Sellers as to any suit, action or proceeding (except for any suit, action or proceeding by any Governmental Entity) if Buyer provides to Sellers indemnification in form and substance reasonably satisfactory to Sellers and its counsel with respect to any such suit, action or proceeding.
5.2.5 The Escrow Agreement shall have been duly executed by Buyer.
5.2.6 Sellers shall have confirmed the Escrow Agent's receipt of the Escrowed Funds specified in Section 2.2 hereof, simultaneously with or prior to the Closing.
5.2.7 All commissions payable by Buyer to acquire ownership ofSellers in connection with the one month period ending January 15, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect.
(iii) The waiting period under the HSR Act 1998 shall have expired been paid at or terminatedprior to the Closing (it being agreed by and among Sellers and Buyer that all commissions payable by Buyer to Sellers in connection with the period commencing January 16, 1998 and ending at the Closing shall be included in the calculation of Net Operating Accruals).
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell consummate the transactions contemplated by this Agreement, including the transfer of Seller’s right, title, and deliver interest in the Assets Shares to Buyer Buyer, is subject to the satisfaction (or waiver by SellersSeller) as of the Closing each of the following conditions:
(i) The Each of the representations and warranties of Buyer made contained in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to before the Closing, as though made immediately prior before the Closing (unless and to the Closingextent any such representation or warranty speaks specifically as of an earlier date, in which case as of such earlier date); Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Seller a certificate executed by an authorized officer of Buyer dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) No action, lawsuit, proceeding, or investigation brought by any government body shall be pending wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful and no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the purchase or sale consummation of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effecttransactions contemplated hereby.
(iii) The waiting period All filings required under the HSR Act shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated.
(iv) On the Closing Date, Buyer shall have delivered to Seller the following:
(A) certified copies of resolutions adopted by Buyer’s Board of Directors authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby;
(B) copies of the certificate of incorporation of Buyer certified by the Delaware Secretary of State as of a recent date;
(C) copies of the bylaws of the Buyer, certified by the Secretary of Buyer; and
(D) a good standing certificate, as of a recent date, for Buyer from the Delaware Secretary of State.
(v) The consent of Seller’s secured lenders to the transactions contemplated hereby shall have been obtained and the Company and, concurrent with or prior to the Closing, the Subsidiaries shall have been released from all obligations under the secured credit facility to which Seller and certain of its affiliates are parties and from all agreements and instruments relating thereto.
(vi) Seller and each of its affiliates other than the Company and the Subsidiaries shall have been released from their guaranties of obligations of the Company and the Subsidiaries under the vehicle lease agreements with Penske Truck Leasing Co.
(vii) All proceedings to be taken by Buyer in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to be delivered by Buyer in connection with the transactions contemplated hereby will be reasonably satisfactory to Seller, and Buyer shall simultaneously pay to Seller the Adjusted Purchase Price in the manner provided in Section 2(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (International Multifoods Corp)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Clairol Shares, the International Shares, the Acquired Assets and the Assumed Liabilities to Buyer is subject to the satisfaction (or written waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only 23 expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of an such earlier date) immediately prior ), in each case except for breaches as to matters that, individually or in the Closingaggregate, as though made immediately prior would not be reasonably likely to have a material adverse effect on the Closing; ability of Buyer to consummate the transactions contemplated hereby. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order of enacted, entered, promulgated, enforced or issued by any court Governmental Entity or administrative agency of competent jurisdiction other legal restraint or prohibition shall be in effect that restrains or prohibits preventing (i) the purchase or and sale of the Assets hereunder; provided that an injunction Clairol Shares or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit (ii) the purchase or and sale of any portion of the International Shares material, individually or in the aggregate, to the Acquired Business or any portion of the Acquired Assets hereunder unless material, individually or in the failure of Buyer aggregate, to acquire ownership of, the Acquired Business or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer assumption of any or all portion of the Ridgedale and Rosedale stores shall not be considered Assumed Liabilities material, individually or in the aggregate, to be all or a part of a Material Adverse Effectthe Acquired Business.
(iiic) The waiting period under the HSR Act, the Mexican Merger Regulation and the Canada Competition Act and the merger control act in the United Kingdom or any other antitrust law, if applicable to the Transaction, shall have expired or been terminated. Any consents, authorizations, orders, approvals, declarations and filings under the HSR Act, the Mexican Merger Regulation, the Canada Competition Act or any other applicable antitrust law, the absence of which would prohibit the consummation of (i) the purchase of the Clairol Shares or (ii) the purchase and sale of any portion of the International Shares material, individually or in the aggregate, to the Acquired Business or any portion of the Acquired Assets material, individually or in the aggregate, to the Acquired Business or the assumption of any portion of the Assumed Liabilities material, 24 individually or in the aggregate, to the Acquired Business, shall have been made or obtained.
(d) Buyer shall have executed and delivered, or shall have caused its Affiliates named as parties to any Other Transaction Document to execute and deliver, the Other Transaction Documents.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Procter & Gamble Co)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer (i) made in Sections 6.05, 6.06 and 6.07 of this Agreement shall be true and correct in all material respects respects, as of the date hereof and as of the time of the Closing as though made as of such time (except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only as of expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and (ii) immediately prior to made in this Agreement, other than those described in clause (i) above, shall be true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein), as of the Closing, date hereof and as of the time of the Closing as though made immediately prior as of such time (except to the Closing; extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except in the case of this clause (ii) where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on, or materially delay, Buyer’s ability to consummate the Purchase and Sale and the other transactions contemplated by this Agreement and the Other Transaction Documents on the terms and conditions set forth herein and therein. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming that the foregoingforegoing conditions in this Section 3.02(a) have been satisfied.
(iib) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order of or judgment enacted, entered, promulgated, enforced or issued by any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate Governmental Entity or other Assets legal restraint or prohibition preventing or making illegal the Purchase and Sale shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing have been issued and remain in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effecteffect.
(iiic) The waiting period under the HSR Act Act, if applicable to the Purchase and Sale, shall have expired or been terminated.
(d) Buyer shall have executed and delivered the Other Transaction Documents to which Buyer is a party.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver or cause to be sold and delivered the Assets to Buyer is subject to the satisfaction (or or, if applicable, waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except on and as they may be affected by transactions contemplated hereby of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties that by their terms are made only speak as of an earlier date) immediately prior to the Closinga specific date or time (which need only be true and correct as of such date or time), as though made immediately prior to the Closing; and Buyer shall have performed or complied in all material respects with all the obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an a senior executive officer of Buyer on behalf of Buyer confirming the foregoing.;
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that as of the Closing which restrains or prohibits the consummation of the sale and purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits and the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale assumption of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect.Assumed Liabilities;
(iii) The waiting period under the HSR Act shall have expired or been terminated;
(iv) This Agreement shall not have been terminated in accordance with Section 11;
(v) Buyer shall have executed and delivered the Transition Services Agreement; and
(vi) Seller shall have received in full from Buyer the Estimated Purchase Price in accordance with Section 3(a)(i)(A). Any condition specified in this Section 4(b) (other than Section 4(b)(iii)) may be waived by a written instrument signed by Seller and all conditions specified in this Section 4(b) shall be deemed to have been satisfied or waived from and after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)
Seller’s Obligation. The obligation obligation(s) of Sellers to sell sell, ------------------- transfer, convey and deliver the Assets to Buyer pursuant to this Agreement is subject to the satisfaction (or waiver by Sellers) as of on or prior to the Closing of the following conditions:
(i) The representations and warranties of Buyer made in Section 7 of this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, Closing with the same force and effect as though made immediately prior to the Closing; , and Buyer shall have performed or complied in all material respects with all terms, agreements, obligations and covenants required by this Agreement to be performed or complied with by Buyer by at the time of the Closing; and Buyer shall have delivered to the Company Sellers a certificate certificate, dated the Closing Date and signed Date, to such effect certified by an executive officer of Buyer on behalf of Buyer confirming the foregoingBuyer.
(ii) Sellers shall have received an opinion, dated the Closing Date, of Wolf, Block, Xxxxxx & Xxxxx-Xxxxx LLP, special counsel to Buyer, reasonable satisfactory to Sellers.
(iii) No action, suit or legal, administrative or arbitral proceeding shall have been instituted by any third party before any Government Authority seeking to enjoin or challenging, or seeking damages from Sellers, Marvel or any of their respective affiliates in connection with, the transactions contemplated by this Agreement, and no injunction or order of any court or administrative agency Government Authority of competent jurisdiction shall be in effect that as of the Closing which restrains or prohibits the purchase or sale of the Acquired Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect.
(iiiiv) Sellers shall have been released by UBS AG Stamford Branch from the Liens referred to in the two Credit Agreements, each dated September 28, 1998, by and among Sellers, and the borrowers named therein.
(v) Delivery by Buyer to Sellers of the Purchase Price in immediately available funds.
(vi) Sellers shall have received the consents set forth on Schedule 4(b)(vi) hereof. -----------------
(vii) The waiting period periods (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired been terminated or terminatedshall have otherwise expired.
(viii) Buyer shall have executed and delivered to Sellers, the General Assignment and Assumption Agreement, dated as of the Closing Date.
(ix) Buyer shall have executed and delivered to Sellers, Assignments of Intellectual Property, dated as of the Closing Date.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct correct: (i) in all material respects as of the date hereof hereof; and (except as they may be affected by transactions contemplated hereby ii) on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the ClosingClosing Date, as though made immediately prior on such date, (x) except for those representations and warranties which refer to facts existing at a specific date, (y) except as specifically contemplated by this Agreement, and (z) except changes in the Closing; Schedules hereto, which do not individually or in the aggregate have a Material Adverse Effect. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No injunction action, suit or order of proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of competent jurisdiction any federal, state, local or foreign which, in the opinion of Xxxxxx, Xxxx & Xxxxxxxx, involves a reasonable likelihood of an injunction, order, decree, or ruling that would (w) prevent consummation of any of the transactions contemplated by this Agreement or any related instruments and agreements; (x) cause any of the transactions contemplated by this Agreement or related instruments and agreements to be rescinded following consummation; (y) affect adversely the right of Seller to sell or transfer the Assets; or (z) cause Seller to owe significant damages to any governmental entity or third party (and no such injunction, judgment, order, decree, ruling or charge shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iiieffect); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect.
(iiic) The waiting period under the HSR Act shall have expired or been terminated. The foregoing conditions are for the sole benefit of Seller and may be waived by Seller, in whole or in part, at any time and from time to time in the sole discretion of Seller. The failure by Seller at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to the Closing Date.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver or cause to be sold and delivered the Transferred Assets to Buyer Purchaser is subject to the satisfaction (or or, if applicable, waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer Purchaser made in Section 6 shall be true and correct in all material respects on and as of the date of this Agreement shall and on and as of the Closing Date, as though made on and as of the Closing Date, (A) except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby and (B) except for representations and warranties that speak as of a specific date or time which need only be true and correct in all material respects as of such date or time (it being understood that, for purposes of determining the date hereof accuracy of representations and (except as they may be affected by transactions contemplated hereby warranties, all “Material Adverse Effect” qualifications and except for other materiality qualifications and similar qualifications contained in representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to the Closingshall be disregarded); Buyer Purchaser shall have performed or complied in all material respects with all the obligations and covenants required by this Agreement to be performed or complied with by Buyer Purchaser by the time of the Closing; and Buyer Purchaser shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive officer of Buyer Purchaser on behalf of Buyer Purchaser confirming the foregoing.;
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that as of the Closing which restrains or prohibits the purchase or sale consummation of the sale and purchase of the Transferred Assets hereunder; provided that an injunction or court order that prohibits and the transfer assumption of ownership ofthe Assumed Liabilities;
(iii) Seller shall have received in full from Purchaser the Closing Cash Purchase Price in accordance with Section 1(a)(i);
(iv) Purchaser shall have executed and delivered to Seller the Assignment and Assumption Agreement;
(v) Purchaser shall have delivered to Seller (A) certified copies of resolutions duly adopted by Purchaser’s board of directors authorizing the execution, or leasehold interests indelivery and performance of this Agreement and the other agreements and transactions contemplated hereby, one or more parcels and (B) certified copies of Real Estate Purchaser’s certificate of incorporation and bylaws (or other Assets organizational or governing documents);
(vi) Such number of employees of Seller shall have voluntarily accepted employment with Purchaser effective upon the Closing Date such that a termination of employment of employees of Seller who continue with Seller after the Closing Date would not be deemed trigger any notice or severance requirements under the Federal Worker Adjustment and Retraining Notification Act of 1988 or the State of New Jersey’s Millville Dallas Airmotive Plant Job Loss Notification Act;
(vii) At least five (5) Business Days prior to restrain or prohibit Closing, and prior to the purchase or sale delivery of its offer letters to Seller’s employees as contemplated by Section 8(f)(i) hereof, Purchaser shall have delivered to Seller written confirmation of the Assets hereunder unless the failure satisfaction or waiver of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the its closing condition set forth in Section 5(b)(iii)3(a)(viii) and its intent to proceed with the Closing assuming satisfaction or waiver of all other conditions to Closing; and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores and
(viii) This Agreement shall not have been terminated in accordance with Section 10. Any condition specified in this Section 3(b) (other than Sections 3(b)(ii) or 3(b)(viii)) may be considered waived by a written instrument signed by Seller and all conditions specified in this Section 3(b) shall be deemed to be all have been satisfied or a part of a Material Adverse Effectwaived from and after the Closing.
(iii) The waiting period under the HSR Act shall have expired or terminated.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver or cause to be sold and delivered the Assets to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and, except to the extent of changes or developments expressly contemplated by the terms of this Agreement, shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date, except (except as they may be affected x) to the extent of changes caused by the transactions expressly contemplated hereby and except hereby, (y) for representations and warranties that by their terms are made only speak as of an earlier datea specific date or time (which need only be true and correct as of such date or time), and (z) immediately prior for breaches of such representations and warranties that, without taking into account any qualification, exception or limitation as to materiality or Buyer Material Adverse Effect contained in such representation or warranty, would not individually or in the Closing, as though made immediately prior aggregate have a Buyer Material Adverse Effect or a material and adverse effect on the expected benefits to Seller of the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required transactions contemplated by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoingAgreement.
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that as of the Closing which restrains or prohibits the purchase or and sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectAssets.
(iii) The waiting period under the HSR Act shall have expired or been terminated, and Buyer and Seller shall have received the governmental approvals and consents listed or described on Schedule 3(a)(iii).
(iv) Buyer shall have executed and delivered the Ancillary Agreements.
(v) If the Base Purchase Price is to be paid in Stock Consideration at the Closing, no Buyer Material Adverse Effect shall have occurred since December 31, 2008.
(vi) This Agreement shall not have been terminated in accordance with the provisions of Section 9.
(vii) Buyer shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed or satisfied by Buyer prior to or at the Closing, and Buyer shall have delivered to Seller a certificate dated as of the Closing Date and signed by the President or Vice President of Buyer confirming the foregoing.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver effect the Assets to Buyer Merger is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer and Sub made in this Agreement (i) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, and (ii) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as so qualified, as of the date hereof and as of the time of the Closing as though made as of such time, except in each case to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects or in all respects, as applicable, on and as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer and Sub shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer or Sub by the time of the Closing; . Each of Buyer and Buyer Sub shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer or Sub, as applicable, confirming the foregoingforegoing and the condition in Section 3.02(h).
(iib) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the Merger, the Share Issuance or the Warrant Issuance, or compelling the Seller or any of its Affiliates to dispose of all or a material portion of the business or assets of the Seller or any court or administrative agency of competent jurisdiction its Affiliates shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effecteffect.
(iiic) The waiting period under the HSR Act Act, if applicable to the Merger, the Share Issuance and the Warrant Issuance, shall have expired or been terminated.
(d) Buyer shall have executed and delivered, or, if applicable, shall have caused its Affiliates named as parties to any Other Transaction Document to execute and deliver, the Other Transaction Documents.
(e) Buyer shall have executed and delivered the Transfer Documents to be executed and delivered by Buyer.
(f) Buyer and the other investors named in the Financing Agreement shall have consummated the Initial Closing under the Financing Agreement, and such Initial Closing shall have resulted in the receipt of gross proceeds in cash to Buyer under the Financing Agreement (the “Gross Proceeds”) of at least $35,000,000 as a result of the sale of shares of Buyer Common Stock to such other investors thereunder (with at least $17,500,000 of such Gross Proceeds (“New Money”) resulting from the sale of shares of Buyer Common Stock pursuant to the Financing Agreement (it being understood that (a) $2,000,000 of such New Money may result from the conversion of the promissory note issued to GR Match, LLC, which was issued in the aggregate principal amount of $2,000,000 and matures on August 25, 2011, and (b) any additional investment in cash of up to $3,000,000 in the aggregate under the Financing Agreement from GR Match, LLC or any of its Affiliates would also be considered New Money) to third party investors who are not (i) stockholders or security holders of Buyer as of the date hereof or (ii) Affiliates of any persons who are stockholders or security holders of Buyer as of the date hereof).
(g) Seller shall have received a written opinion, dated as of the Closing Date, from O’Melveny & Mxxxx LLP, counsel to Seller (or, if O’Melveny & Mxxxx LLP is unable or unwilling to deliver such opinion, such other nationally recognized law firm in the U.S. that has substantially comparable corporate and tax experience with acquisition transactions similar to the transactions contemplated by this Agreement and the Other Transaction Agreements), to the effect that the Merger will be treated for U.S. Federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, which opinion shall be delivered in reliance on the officer’s certificates provided by Buyer and Sub, and Seller and the Company, pursuant to Section 8.08 substantially in the forms attached hereto as Exhibit E and Exhibit F.
(h) Since the date hereof, there will not have occurred any events nor will there exist circumstances which singly or in the aggregate have resulted in, or are reasonably likely to result in, a Buyer Material Adverse Effect. The term “Buyer Material Adverse Effect” shall have the meaning assigned to the definition of “Material Adverse Effect”, except that each reference in such definition to “the Company” shall instead be deemed a reference to “Buyer and its subsidiaries”.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of at or prior to the Closing; and . Buyer shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Shares shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effecteffect.
(iii) The waiting period under the HSR Act Act, if applicable to the purchase and sale of the Shares, shall have expired or been terminated.
(iv) Buyer shall have, as of the Closing, provided to the Company the funds described in Section 8(f).
(v) Buyer shall have, as of the Closing, provided the Company the funds described in Section 8(g).
(vi) Buyer shall have, as of the Closing, either (x) provided the Company with funds necessary for the Company to repay, and caused the Company to repay, in full each of the Credit Facility (as defined in Section 18(b)(iii) and the GC Spain Credit Facility (as defined in Section 18(b)(vii) upon the consummation of the transactions contemplated by this Agreement or (y) obtained a waiver of any breaches of the provisions of the Credit Facility, the GC Spain Credit Facility or both, as the case may be, that occur or, with the passage of time or notice or both, will occur as a result of the consummation of the transactions contemplated by this Agreement and a waiver of the applicability of any change of control provisions of the Credit Facility, the GC Spain Credit Facility or both.
(vii) The Guaranty shall not have been amended, rescinded or terminated and shall be in full force and effect.
Appears in 1 contract
Seller’s Obligation. The obligation obligations of Sellers to sell and deliver the Assets to Buyer is are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) Sellers shall have received an opinion dated the Closing Date of Xxxxxxx X. Xxxxxxxx, Esq., counsel to Buyer, as to the matters set forth in Exhibit I, which opinion shall be reasonably satisfactory in form to Sellers.
(c) Buyer shall have entered into the Xxxx of Sale, Assignment and Assumption Agreement, the Sharing Agreement Amendment, the License Agreement, the Brownsville Sublease, and the Services Agreement.
(d) Coil Company shall have entered into the Mexico Sublease.
(e) No injunction or order of shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to would restrain or prohibit the purchase or sale any of the Assets hereunder unless Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any Person seeks such a remedy (if in the failure opinion of Buyer counsel to acquire ownership of, or leasehold interests in, such parcels or other Assets has Sellers there exists a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part reasonable risk of a Material Adverse Effectmaterially adverse result in such pending action or proceeding).
(iiif) The waiting period under the HSR Act MagneTek shall have expired or terminatedreceived from Buyer insurance certificates and documentation reflecting compliance with the provisions of Sections 7.5 and 7.6.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Clairol Shares, the International Shares, the Acquired Assets and the Assumed Liabilities to Buyer is subject to the satisfaction (or written waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of an such earlier date) immediately prior ), in each case except for breaches as to matters that, individually or in the Closingaggregate, as though made immediately prior would not be reasonably likely to have a material adverse effect on the Closing; ability of Buyer to consummate the transactions contemplated hereby. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order of enacted, entered, promulgated, enforced or issued by any court Governmental Entity or administrative agency of competent jurisdiction other legal restraint or prohibition shall be in effect that restrains or prohibits preventing (i) the purchase or and sale of the Assets hereunder; provided that an injunction Clairol Shares or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit (ii) the purchase or and sale of any portion of the International Shares material, individually or in the aggregate, to the Acquired Business or any portion of the Acquired Assets hereunder unless material, individually or in the failure of Buyer aggregate, to acquire ownership of, the Acquired Business or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer assumption of any or all portion of the Ridgedale and Rosedale stores shall not be considered Assumed Liabilities material, individually or in the aggregate, to be all or a part of a Material Adverse Effectthe Acquired Business.
(iiic) The waiting period under the HSR Act, the Mexican Merger Regulation and the Canada Competition Act and the merger control act in the United Kingdom or any other antitrust law, if applicable to the Transaction, shall have expired or been terminated. Any consents, authorizations, orders, approvals, declarations and filings under the HSR Act, the Mexican Merger Regulation, the Canada Competition Act or any other applicable antitrust law, the absence of which would prohibit the consummation of (i) the purchase of the Clairol Shares or (ii) the purchase and sale of any portion of the International Shares material, individually or in the aggregate, to the Acquired Business or any portion of the Acquired Assets material, individually or in the aggregate, to the Acquired Business or the assumption of any portion of the Assumed Liabilities material, individually or in the aggregate, to the Acquired Business, shall have been made or obtained.
(d) Buyer shall have executed and delivered, or shall have caused its Affiliates named as parties to any Other Transaction Document to execute and deliver, the Other Transaction Documents.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bristol Myers Squibb Co)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer and the Xxxxxxxxx Group made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer and the Xxxxxxxxx Group shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer and the Xxxxxxxxx Group by the time of the Closing; and Buyer and the Xxxxxxxxx Group shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer and by the Xxxxxxxxx Group confirming the foregoing.
(ii) Seller shall have received an opinion dated the Closing Date of Xxxxx, Xxxxxxx & Xxxxx, counsel to Buyer and the Xxxxxxxxx Group, substantially in the form of Exhibit B.
(iii) No injunction or order of any court or administrative agency or instrumentality shall be in effect, and no statute, rule or regulation of any governmental authority of competent jurisdiction shall be in effect that have been promulgated or enacted, as of the Closing which restrains or prohibits the purchase or and sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership ofShares.
(iv) No action, or leasehold interests in, one or more parcels of Real Estate suit or other Assets shall not be deemed proceeding by any person to restrain or prohibit the purchase or and sale of the Assets hereunder unless Shares or seeking material damages in connection therewith shall be pending which in the failure written opinion of Buyer Seller's counsel is reasonably likely to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effectsucceed.
(iiiv) The waiting period under the HSR Act shall have expired or been terminated.
(vi) Documentation from (A) PNC Bank ("PNC Bank", the Companies' primary lender), individually and as agent for itself and Pittsburgh National Bank, evidencing the release of each of ARI and Seller and their respective assets under existing credit agreements, and (B) Provident Bank evidencing the release of ARI under its guaranty of capitalized lease obligations of TMI and the other Companies, satisfactory to ARI and Seller in their sole discretion shall have been obtained.
(vii) At or prior to Closing, ARI and principals, directors, officers and agents of ARI and its subsidiaries (excluding each Company), shall have been removed and released from any liability or obligation under all bonds and guarantees made for the benefit of the Companies, including, but not limited to, the bonds and guarantees specified on Schedule 3(b)(vii); or in the alternative, at Seller's option, shall have been provided an Indemnity Agreement substantially in the form of the Indemnity Agreement attached hereto as Exhibit C. The Buyer and the Xxxxxxxxx Group will use their best efforts to obtain the above-described releases under the bonds and guarantees in an expeditious manner.
(viii) Seller shall have received all necessary approvals of the transactions contemplated by this Agreement from the Boards of Directors of ARI and Seller, and where applicable, the Companies.
(ix) ARI shall have received a fairness opinion from a nationally recognized investment banking firm to the effect that the sale of the Shares and the transactions contemplated by this Agreement and the Agreement of Split-Off and Reorganization are fair from a financial point of view to the stockholders of ARI other than the Xxxxxxxxx Group.
(x) Any consents required under the documents described on Schedule 3(b)(x) shall have been obtained.
(xi) Seller shall have received an opinion from special Delaware counsel to the effect that the transactions contemplated in this Agreement do not require the approval of the stockholders of ARI under Delaware General Corporation Law.
(xii) A certificate of the Chief Executive Officer and the Chief Financial Officer of the Buyer to the effect that after giving effect to the transactions contemplated hereby and by any financing of Buyer to consummate said transactions, the Buyer and the Companies are Solvent. "Solvent" shall mean that after giving effect to the transactions contemplated hereby and the financing (a) the sum of the assets, at a fair valuation, of the Companies (taken as a whole) will exceed their debts; (b) the Companies (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their ability to pay such debts as such debts mature; and (c) the Companies (taken as a whole) will have sufficient capital with which to conduct their business. For their purposes "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. In lieu of the foregoing, Buyer may furnish a copy of any solvency certificate furnished to Buyer's financing source, addressed to Seller.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer and Guarantor made in this Agreement shall be true and correct in all material respects respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date hereof and (as of the Closing Date as though made as of such date, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties expressly relate to a specified date that by their terms are is earlier than the date of this Agreement (in which case such representations and warranties shall be deemed to have been made only as of an such earlier date), in each case except for breaches that, individually or in the aggregate, could not have a Buyer Material Adverse Effect.
(ii) immediately prior to the Closing, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all covenants and obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and .
(iii) Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoingsatisfaction of the conditions in Sections 3(b)(i) and (ii).
(iiiv) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale As of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership ofClosing, or leasehold interests in, one or more parcels of Real Estate or other Assets there shall not be deemed to restrain any injunction, judgment, order, decree or prohibit ruling in effect issued by any Governmental Entity restraining or prohibiting the purchase or sale consummation of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectAcquisition.
(iiiv) The waiting period under the HSR Act shall have expired or been terminated. All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity that are necessary for the consummation of the Acquisition shall have been obtained or filed or shall have occurred.
(vi) Seller shall have received the Closing Date Amount simultaneously with or prior to the Closing.
(vii) Seller shall have received for each of Buyer and Guarantor, (A) a copy of the certificate or articles of incorporation or equivalent constitutive documents certified by the Delaware Secretary of State, (B) certificate of good standing or active status certified by the Delaware Secretary of State, and (C) a certificate of the secretary of each of Buyer and Guarantor dated as of the Closing Date certifying (1) that the certificate or articles of incorporation and bylaws or equivalent constitutive documents attached thereto are true, correct, and complete and in full force and effect, (2) as to the incumbency of officers executing this Agreement, and (3) that this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate actions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Walter Industries Inc /New/)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer and Valero made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date hereof and (time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer and Valero shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer or Valero by the time of the Closing; and .
(ii) Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive officer the Executive Vice President and General Counsel of Buyer on behalf and of Buyer Valero confirming the foregoing.
(iiA) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale satisfaction of the Assets hereunder; provided condition described in Section 3(b)(i) and (B) that an injunction or court order each such officer has no knowledge that prohibits the transfer representations and warranties of ownership ofSeller made in this Agreement qualified as to materiality are not true and correct, or leasehold interests in, one or more parcels of Real Estate or other Assets shall that those not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing so qualified are not true and correct in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effectmaterial respects.
(iii) No Applicable Law or Order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Shares shall be in effect.
(iv) The waiting period under the HSR Act shall have expired or been terminated.
(v) The Ancillary Agreements shall have been executed and delivered by each of the parties thereto (other than Seller and the Company).
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Units to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of on or prior to the Closing of the following conditions:
(ia) The Each of the representations and warranties of Buyer made in this Agreement that is expressly qualified by a reference to materiality shall be true in all respects as so qualified, and each of the representations and warranties of Buyer in this Agreement that is not so qualified shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby to the extent such representations and except for warranties expressly relate to an earlier date, in which case such representations and warranties that are expressly qualified by their terms are made only a reference to materiality shall be true in all respects as so qualified, and each of the representations and warranties of Buyer in this Agreement that is not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior ; provided, that any such representation and warranty shall be deemed not to have been breached unless the Closingfailure of such representation and warranty to be true and correct, as though made immediately prior without giving effect to the Closing; qualifications with respect to materiality, would be reasonably likely to have a Buyer Material Adverse Effect. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to Seller a certificate, substantially in the Company a certificate form attached hereto as Exhibit 3.02(a), dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Units shall be in effect that restrains effect; provided, however, that, if Seller or prohibits the purchase Buyer is contesting or sale resisting any such legal restraint, each of the Assets hereunder; provided that an injunction parties shall have used its reasonable best efforts (as required by Section 8.04) to prevent the occurrence or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer entry of any such legal restraint and to remove or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effectappeal as promptly as possible any such legal restraint.
(iiic) The waiting period under the HSR Act Act, if applicable to the purchase and sale of the Units, shall have expired or been terminated. Any consents, authorizations, orders, approvals, declarations and filings under the HSR Act or any other applicable antitrust law, the absence of which would prohibit the consummation of the purchase of the Units, shall have been made or obtained.
(d) Buyer shall have executed and delivered to Seller the License Assignment, the Seller License Agreements, the Company License Agreement, the LLC Assignment, the Guarantee, the Registration Rights Agreement and the Transitional Services Agreement.
(e) Since the date hereof, there shall not have occurred any material change in the business, consolidated financial condition or consolidated results of operations of Buyer and its subsidiaries, taken as a whole, that, individually or in the aggregate would be reasonably likely to have a Buyer Material Adverse Effect.
(f) There shall have occurred three Full Trading Days after the Announcement.
Appears in 1 contract
Samples: Purchase Agreement (Deltagen Inc)
Seller’s Obligation. The Seller’s obligation hereunder with respect to any actual or alleged infringement is conditioned upon commencement of Sellers suit against the Buyer for infringement or the Buyer’s CT1707017 PA A321 NEO EXECUTION [***] Confidential portion omitted and filed separately with the Commission Pursuant to sell a Request for Confidential Treatment. receipt of a written claim alleging infringement, and deliver upon written notice by the Assets to Buyer is subject to the satisfaction (or waiver Seller within [***] after receipt by Sellers) as the Buyer of notice of the Closing institution of such suit or receipt of such claim, giving particulars thereof. The Seller shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any claim or suit commenced. Whether or not the Seller intervenes in any such claim or suit, it shall be entitled at any stage of the following conditions:
proceedings to assume, conduct or control the defense or settlement thereof. The Seller’s obligation hereunder with respect to any actual or alleged infringement is also conditioned upon (i) The representations the Buyer’s promptly furnishing to the Seller all the data, papers, records and warranties of Buyer made in this Agreement shall be true and correct in all material respects as other assistance within the control of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior Buyer material to the Closingresistance of or defense against any such charge or suits for infringement, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) No injunction or order the Buyer’s use of any court or administrative agency of competent jurisdiction shall be diligent efforts in effect that restrains or prohibits full cooperation with the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership ofSeller to reduce royalties, or leasehold interests indamages, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership ofcosts and expenses involved, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect.
(iii) the Seller’s prior approval of the Buyer’s payment, assumption or admission of any liabilities, expenses, costs or royalties for which the Seller is asked to respond and (iv) the Buyer’s not otherwise acting in a manner prejudicial to its or the Seller’s defense of the action. The waiting period under Buyer also agrees to co-operate with, and render assistance to, the HSR Act shall have expired Seller as may be pertinent to the defense or terminateddenial of the suit or claim.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer (i) made in Sections 6.01, 6.05, 6.06 and 6.07 of this Agreement shall be true and correct in all material respects but de minimis respects, as of the date hereof and as of the time of the Closing as though made as of such time (except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only as of expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all but de minimis respects on and as of such earlier date), and (ii) immediately prior to made in this Agreement, other than those described in clause (i) above, shall be true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein), as of the Closing, date hereof and as of the time of the Closing as though made immediately prior as of such time (except to the Closing; extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except in the case of this clause (ii) where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on, or materially delay, Buyer’s ability to consummate the purchase and sale of the Shares and the other transactions contemplated by this Agreement on the terms and conditions set forth herein. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No injunction (i) statute, rule, regulation, executive order, decree or order of other legal restraint or prohibition shall be enacted, entered, promulgated, enforced or issued by any court or administrative agency of competent jurisdiction shall Governmental Entity and be in effect and (ii) temporary restraining order or preliminary or permanent injunction issued by any Governmental Entity in the United States shall be pending, issued or enforced and be in effect, in any case set forth in clauses (i) or (ii) above, that restrains prevents or prohibits seeks to prevent the purchase or and sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectShares.
(iiic) Buyer shall have executed and delivered the other Transaction Documents to which it is party.
(d) All submissions required under ISRA to consummate the transactions and all transfers contemplated by this Agreement shall have been made.
(e) All approvals or consents by Governmental Entities that are set forth on Schedule 3.01(h) shall have been obtained. Approvals under the Solid Waste Utility Control Act and the Solid Waste Management Act to consummate the transactions and all transfers contemplated by this Agreement shall have been obtained. Approvals required by NJDEP necessary to own and operate the business of the Company shall have been obtained, and the parties shall have complied with any statutory and regulatory requirements imposed or administered by any of those Governmental Entities to the extent such compliance is required as a material condition to the effectiveness of such approvals and consents.
(f) The waiting period under the HSR Act Pre-Closing Transfers shall have expired or terminatedbeen completed.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver or cause to be sold and delivered the Shares and the Other Assets to Buyer is Buyeris subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of an such earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; ). Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and . Buyer shall have delivered to the Company Seller a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order of enacted, entered, promulgated, enforced or issued by any court Governmental Entity or administrative agency of competent jurisdiction shall be in effect that restrains other legal restraint or prohibits prohibition preventing the purchase or and sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse EffectShares.
(iiic) The waiting period under the HSR Act applicable to the sale of the Shares shall have expired or been terminated.
(d) Each of the Clinical Trials Agreement, the Data Access Agreement, the Intellectual Property Agreements, the Non-Competition Agreement, the Transition Services Agreement, the License Agreement and the Stockholders Agreement shall have been executed and delivered by Buyer and shall be in full force and effect.
(e) Buyer shall have obtained the Buyer Stockholders Approval.
(f) Buyer shall have acknowledged its agreement to the Company Release.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Smithkline Beecham PLC)
Seller’s Obligation. The obligation of Sellers Seller to sell and deliver the Assets Shares to Buyer is subject to the satisfaction (or waiver by SellersSeller) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(ii) Seller shall have received customary opinions dated the Closing Date of Cravath, Swaine & Moorx, xxunsel to Buyer, and Erik X. Xxxxxxx, Esq., Senior Vice President, General Counsel and Corporate Secretary of the Buyer.
(iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Shares shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets effect.
(iv) There shall not be deemed pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit the purchase or and sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, Shares or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale other transactions contemplated by this Agreement or seeking to obtain from Seller or any of its subsidiaries in connection with the purchase and Rosedale stores sale of the Shares any damages that are material in relation to Seller and its subsidiaries taken as a whole; provided, however, that this condition shall not be considered deemed to be all waived by Seller as to any suit, action or a part of a Material Adverse Effectproceeding (except for any suit, action or proceeding by any Governmental Entity) if Buyer provides to Seller indemnification in form and substance reasonably satisfactory to Seller and its counsel with respect to any such suit, action or proceeding.
(iiiv) The waiting period under the HSR Act Act, if applicable to the purchase and sale of the Shares, shall have expired or been terminated.
(vi) The Cost of Remediation shall have been finally determined.
(vii) The Buyer Shares shall have been approved for listing, subject to receipt of official notice of listing, by the American Stock Exchange.
(ix) Seller shall have received customary closing certificates pertaining to Buyer, including a certificate of good standing from the Secretary of State of the State of Delaware dated as of a date reasonably prior to the Closing Date.
(x) Seller shall have determined that the transfer of the Excluded Assets can be accomplished in a manner that will not result in a material adverse effect on the value of the Excluded Assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (S a Louis Dreyfus Et Cie Et Al)
Seller’s Obligation. The obligation obligations of Sellers to sell and deliver the Assets to Buyer is are subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions:
(ia) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby on and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to on and as of the Closing; Closing Date, and Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer confirming the foregoing.
(iib) Sellers shall have received an opinion dated the Closing Date of Xxxxxxx X. Xxxxxxxx, Esq., counsel to Buyer, as to the matters set forth in Exhibit D, which opinion shall be reasonably satisfactory in form to Sellers.
(c) MagneTek shall have received, from Messrs. Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X Xxxxx III, certificates relating to certain environmental matters in the form attached hereto as Exhibit I (the "Key Employee Certificates").
(d) No injunction or order of shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to would restrain or prohibit the purchase Transactions or sale that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any Person seeks such a remedy (if in the Assets hereunder unless the failure opinion of Buyer counsel to acquire ownership of, or leasehold interests in, such parcels or other Assets has Sellers there exists a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part reasonable risk of a Material Adverse Effectmaterially adverse result in such pending action or proceeding).
(iiie) The waiting period under the HSR Act MagneTek shall have expired or terminatedreceived from Buyer insurance certificates reflecting compliance with the provisions of Section 7.5.
Appears in 1 contract
Seller’s Obligation. The obligation of Sellers to sell and deliver the Assets Membership Interests to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions:
(i) The representations and warranties of Buyer and W-H made in this Agreement shall be true and correct in all material respects correct, as of the date hereof and (as of the time of the Closing as though made as of such time, except as they may be affected by transactions contemplated hereby and except for to the extent such representations and warranties that by their terms are made only as of expressly relate to an earlier date) immediately prior to the Closing, in which case then as though made immediately prior to the Closing; of such earlier date. Buyer and W-H shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; . Each of Agri-Empresa, W-H Holdings and Buyer W-H shall have delivered to the Company Sellers a certificate dated the Closing Date and signed by an executive authorized officer of Buyer on behalf of Buyer Agri-Empresa, W-H Holdings and W-H, as applicable, confirming the foregoing.
(ii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of any court or administrative agency of competent jurisdiction the Membership Interests shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets effect.
(iii) There shall not be deemed pending by any Governmental Entity any suit, action or proceeding challenging or seeking to restrain or prohibit the purchase or and sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, Membership Interests or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale other transactions contemplated by this Agreement or seeking to obtain from Sellers in connection with the purchase and Rosedale stores shall not be considered sale of the Membership Interests any damages that are material to be all or a part of a Material Adverse EffectSellers.
(iiiiv) The waiting period under Since December 31, 2000 and except as disclosed in any documents filed with the HSR Act U.S. Securities and Exchange Commission filed prior to the date hereof, there shall not have occurred any events that individually or in the aggregate, could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of W-H and its subsidiaries taken as a whole.
(v) Sellers shall have expired received the Cash Consideration, and Accredited Sellers shall have received the Notes and certificates representing the Stock Consideration simultaneously with or terminatedprior to the Closing.
(vi) Sellers shall have received an opinion dated the Closing Date of Vinsxx & Xlkixx X.X.P., counsel for W-H and the Buyer as to the matters set forth on Exhibit G hereto, which opinion may be subject to customary qualifications and exceptions.
(vii) Buyer shall have delivered to Sellers at the Closing such other executed documents, agreements and instruments as shall be reasonably necessary to effectuate the transactions contemplated by this Agreement.
Appears in 1 contract
