The Acquisition Agreements. The Acquisition Agreements are in full force and effect, and Xxxxx-Xxxxx has used its best efforts to obtain all regulatory and contractual consents and approvals necessary to consummate the Acquisition and the Timberlands Acquisition.
The Acquisition Agreements. Each Acquisition Agreement has been duly and validly authorized, executed and delivered by, and is a legal, valid and binding obligation of the Acquirers, enforceable against the Acquirers in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Company reasonably believes that the conditions to the Acquisition set forth in each Acquisition Agreement will be satisfied, and that the Acquisition will be consummated on the terms and by the date, and as otherwise contemplated by, the Time of Sale Document and the Final Offering Memorandum.
The Acquisition Agreements. Each of the Acquisition Agreements has been duly authorized, executed and delivered by the Company and by the Acquired Companies or the selling equity holders thereof, as applicable, and constitutes a valid and binding agreement of the Company and the Acquired Companies or the selling equity holders, as applicable, enforceable against the Company and the Acquired Companies or the selling equity holders, as applicable, in accordance with its terms, except as rights to indemnity thereunder may be limited by federal, state or foreign securities laws or by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and by equitable limitations on the availability of specific remedies.
The Acquisition Agreements. The Acquisition Agreements have been duly authorized, executed and delivered by, and constitute a valid and legally binding agreement of, the Company and FW enforceable against the Company and FW in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Acquisition Agreements conform in all material respects to the description thereof included in the Disclosure Package and the Final Offering Memorandum. The Company has not received any notice of termination of the Acquisition Agreements from any other party thereto. All of the representations and warranties of the Sellers in the Share Purchase Agreement and the representations and warranties of Faiveley in the Tender Offer Agreement are true and correct in all material respects. The Company has no reason to believe that its, and has not received notice from the Sellers that their, conditions to the closing of the transactions contemplated by the Share Purchase Agreement will not be satisfied within the timeframe contemplated therein. The Company has no reason to believe that its, and has not received notice from Faiveley that its, conditions to the closing of the transactions contemplated by the Tender Offer Agreement will not be satisfied within the timeframe contemplated therein.
