Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each of the following conditions:
(a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.
(b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.
(c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or is...
Conditions to Obligation of Seller. The obligation of Seller to sell, assign, convey, and deliver the Acquired Assets is subject to the satisfaction (or waiver by Seller) on or prior to the Closing Date of the following conditions:
Conditions to Obligation of Seller. The obligation of Seller to, and to cause its Affiliates to, effect the closing of the Acquisition is subject to the satisfaction (or written waiver by Seller) as of the Closing of the following conditions:
Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date;
(b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects;
(c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller;
(d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and
(e) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of Seller. The obligation of Seller to effect the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement and the Ancillary Agreements is subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligation of Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment on or prior to the Closing of each of the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by such Seller:
(a) The representations and warranties of Buyer contained in this Agreement shall be true, correct and complete in all respects, both as of the date of this Agreement and as of the Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
(b) Buyer shall have performed or complied in all material respects with its material obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing.
(c) Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by Buyer to the effect that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing Certificate”).
(d) Buyer shall have made the deliveries to Sellers and the Escrow Holder required under Section 1.4(b) and Section 1.4(c).
Conditions to Obligation of Seller. The obligation of Seller to close the transactions contemplated hereby shall be subject to the satisfaction or written waiver (by Seller), prior to or at the Closing, of the following conditions:
Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller) of the following further conditions:
(i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement shall be true in all material respects when made and at and as of the Closing Date, as if made at and as of such date and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and
(b) Seller shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.
Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is also subject to the satisfaction of the following conditions, any one or more of which may be waived by Seller:
(a) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing,
(b) the representations and warranties of Buyer contained in Article IV of this Agreement, without giving effect to materiality or Material Adverse Effect qualifications, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (other than such representations and warranties that by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Buyer MAE,
(c) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect; and
(d) Seller shall have completed the Restructuring.
