Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act;
(e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to Bxxxxxxxx the Bxxxxxxxx Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement;
(f) Parent shall have executed and delivered to Lxxxx Xxxxxx and Bxxxxxxxx the Parent Stockholders Agreement and the Investor Rights Agreement;
(g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign econ...
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable law):
(A) All representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof.
(B) All representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date.
(C) Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date.
(D) The Purchaser shall have delivered the Purchase Price to the Sellers in accordance with Section 2.1 of this Agreement, including payment for the Inventory.
(E) This Agreement and documents to be executed in connection therewith shall have been approved by the Board of Directors of Purchaser.
(F) Purchaser shall have delivered each of the items described in Section 3.3.
(G) No legal proceedings shall have been instituted or threatened or claim or demand made against the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.
(H) There must not have been made or threatened by any person any claim (which is not or cannot be settled or dismissed prior to Closing) asserting that such person (i) is the owner of, or has the right to acquire or obtain ownership interest in the Property, or any of the Truck Plaza Assets, or (ii) is entitled to all or any portion of the Purchase Price payable for the Property or the Truck Plaza Assets.
Conditions Precedent to Obligations of the Sellers. The obligation of the Sellers to consummate the Closing is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers under Article 2 and Article 3 shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by the Sellers:
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions are subject to the satisfaction prior thereto of each of the following conditions:
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction, at or prior to the Closing, of all the following conditions, any of or more of which, other than the condition set forth in Section 5.2(j) hereof, may be waived at the option of the Sellers:
(a) No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Purchaser in the performance of any of the covenants herein to be performed by it prior to the Closing, and the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing, except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date, and the Purchaser shall have delivered to the Sellers a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers on its behalf;
Conditions Precedent to Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Sellers:
Conditions Precedent to Obligations of the Sellers. The obligations of each of the Sellers to the Closing are subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties of the Purchaser contained herein shall be true and correct in all respects as of the Trade Date and the Settlement Date.
(b) The Purchaser shall have complied in all respects with all of the Purchaser’s covenants and agreements contained herein to be performed by the Purchaser on or prior to the Settlement Date.
(c) The Sellers shall have received the wire transfer referred to in Section 7 hereof.
Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable law):
(a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof;
(b) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; and
(c) no legal proceedings shall have been instituted or threatened or claim or demand made against the Sellers, Stonewall, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.
