to Closing. Buyer may cause to be prepared a current survey of the Property. The cost of any survey shall be borne by Seller.
to Closing. This Agreement will become effective once all parties have executed and delivered this Agreement.
to Closing. The closing and the initial extension of credit under the Senior Credit Facility will be subject to satisfaction of customary closing conditions for transactions of this type, including, without limitation, the following conditions precedent, in each case, on or prior to December 1, 2017:
to Closing. Sellers agree that they and their affiliates shall (a) not, and shall direct and use reasonable best efforts to cause their officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer to consummate any transaction similar to the transactions contemplated by this Agreement and the Ancillary Agreements involving the Shares, the KCPL Shirt License Agreement or the Business that would prevent, delay or impede the consummation of the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "ALTERNATIVE PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions or otherwise cooperate in any way with, any person relating to an Alternative Proposal, or otherwise facilitate or encourage any effort or attempt to make or implement an Alternative Proposal and (b) upon execution and delivery of this Agreement, (and shall direct and use their best efforts to cause their officers, directors, employees, agents and representatives to) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.
to Closing. In addition to the conditions set forth elsewhere in this Agreement, the Closing is subject to and contingent on the satisfaction of the following conditions or the waiver of the same by the Buyer in writing:
to Closing. (a)The Closing Conditions described in subsections (1) through (5) shall be conditions to Buyer’s obligations to consummate the acquisition of the Property.
to Closing. If Purchaser has given Seller timely written notice of Defects and the Defects cause title to the Property to be other than as represented in this Restated Agreement, Seller shall use its best efforts to cause such Defects to be cured by the Closing Date including but not limited to the removal by payment, bonding, or otherwise of any lien against the Property capable of removal by the payment of money or bonding. At Purchaser's option, the Closing Date may be extended for a reasonable period for purposes of eliminating any Defects. In the event that Seller does not eliminate the Defects as of the Closing Date, Purchaser shall have the option of either: (i) so long as it will not cost more than $250,000.00 to eliminate the Defects, Closing and accepting the title "as is," and deducting from the Purchase Price the amount of any lien or encumbrance which can be satisfied by a liquidated amount, or (ii) cancelling this Restated
to Closing. The obligations of BAMC under the Letter Agreement to provide the Bridge Facility, if required, will be subject to the satisfaction of the following:
to Closing. Section 8.01 Conditions to Obligations of the Seller 71 Section 8.02 Conditions to Obligations of the Purchaser 72 ARTICLE IXINDEMNIFICATION Section 9.01 Survival of Representations and Warranties 72 Section 9.02 Indemnification by the Seller 73 Section 9.03 Indemnification by the Purchaser 73 Section 9.04 Limits on Indemnification 73 Section 9.05 Notice of Loss; Third Party Claims 75 Section 9.06 Tax Treatment 76 Section 9.07 Remedies 76 ARTICLE XTERMINATION Section 10.01 Termination 76 Section 10.02 Effect of Termination 77 Section 10.03 Termination Fee 77 ARTICLE XIGENERAL PROVISIONS Section 11.01 Expenses 78 Section 11.02 Notices 78 Section 11.03 Public Announcements 79 Section 11.04 Severability 79 Section 11.05 Entire Agreement 79 Section 11.06 Assignment 79 Section 11.07 Amendment 80 Section 11.08 Waiver 80 Section 11.09 Third Party Beneficiaries 80 Section 11.10 Currency 80 Section 11.11 Governing Law 80 Section 11.12 Waiver of Jury Trial 81 Section 11.13 Specific Performance 81 Section 11.14 Counterparts 81 Section 11.15 Certain Claims 81 Section 11.16 Further Assurances 82 EXHIBITS A. Asset Sellers B. Form of Assumption Agreement C. Form of Xxxx of Sale D. Seller’s Knowledge E. Form of Transition Services Agreement F. Description of Business STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2016, between McGraw Hill Financial, Inc., a New York corporation (the “Seller”), and Jefferson Bidco Inc., a Delaware corporation (the “Purchaser” and together with the Seller, the “Parties”).
to Closing. The Prior Loan Agreement became effective once all parties executed and delivered the Prior Loan Agreement.
