Conditions to Obligations to Close. (a) The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(1) The representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date.
(2) Each of Seller and Andrxxx xxxll have performed and complied with all of its covenants hereunder in all material respects through the Closing, including but not limited to those set forth in Section 2 above.
(3) Seller shall have procured all of the third party consents specified in this Agreement.
(4) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect adversely the right of Buyer to own the Assets and to operate the Business.
(5) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in this Section 6(a)(1)-(4) is satisfied in all respects.
(6) The relevant parties shall have entered into, executed and delivered the Noncompetition Agreement, Sublease, Release and the other agreements referred to in Section 2 above, and the same shall be in full force and effect.
(7) Buyer shall have received copies, certified by the President of Seller, of resolutions adopted by the Board of Directors of Seller and by Andrxxx xxxroving this Agreement and the consummation of the transactions contemplated hereby.
(8) SanTi shall have entered into a Shareholders' Agreement with Andrxxx xxx with John X. Xxxxxx xx to the SanTi Stock, which Shareholders' Agreement contains terms and conditions satisfactory to SanTi.
(9) Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and to fund the working capital requirements of the Business after the Closing.
(10) All actions to be taken by Seller and Andrxxx xx connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments and other documents required to effect the transactions contemplat...
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
(a) At Closing, Seller will cause the Title Company to issue (or commit irrevocably and unconditionally to issue) to Purchaser an owner’s policy of title insurance in accordance with the requirements of the Commitment subject only to the Permitted Exceptions (the “Title Policy”).
(b) The representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller will so certify.
(c) Seller shall have performed the agreements, covenants and obligations made and contained in this Agreement to be performed or complied with by Seller on or before the Closing Date.
(d) Delivery of sole and exclusive possession of the Property to Purchaser subject only to the Permitted Exceptions.
Conditions to Obligations to Close. 7.1 Conditions to Obligations of the Merger Subs and Nu Skin Enterprises. The obligations of each Merger Sub and Nu Skin Enterprises to consummate the transactions to be performed by them in connection with the respective Closing are subject to satisfaction of the following conditions:
7.1.1 the representations and warranties of the Merged Entities set forth in Section 4 above and the representations and warranties of the Stockholders set forth in Section 9 below shall be true and correct in all material respects at and as of the Closing Dates of the respective Mergers;
7.1.2 such Merged Entity and the Stockholders shall have performed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective Mergers;
7.1.3 such Merged Entity shall have procured all of the Third-Party and governmental consents and approvals specified in Section 6.2 above;
7.1.4 except as set forth in Section 7.1.4 of the Merged Entities Disclosure Schedule, no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the respective Merger, as contemplated by this Agreement, (ii) cause the respective Merger, as contemplated by this Agreement, to be rescinded following consummation, or (iii) affect adversely the right of the respective Merger Sub or of Nu Skin Enterprises to operate the former business of such Merged Entity;
7.1.5 the transactions contemplated herein shall have been approved by the Board of Directors and stockholders of each of the Merged Entities;
7.1.6 each Merged Entity shall have delivered to the respective Merger Sub and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 through 7.1.5 above are satisfied in all respects;
7.1.7 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;
7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger;
7.1....
Conditions to Obligations to Close. Section 9.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the Sale shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
Conditions to Obligations to Close. 8 6.1 Conditions to Obligations of Shareholders to Close...........8 6.2 Conditions to Obligations of HARVARD.........................8 7 INDEMNIFICATION..............................................8 7.1 Indemnification..............................................8 7.2 Indemnification..............................................8 7.3 Notice and Opportunity to Defend.............................9
Conditions to Obligations to Close. 89 SECTION 7.1 Conditions to Each Party’s Obligation to Effect the Merger...................................................... 89 SECTION 7.2 Conditions to Obligations of Spartan Stores and Merger Sub to Effect the Merger.................................................................................................................... 90 SECTION 7.3 Conditions to Obligations of Xxxx-Xxxxx to Effect the Merger.................................................. 91 ARTICLE VIII.... TERMINATION; AMENDMENT; WAIVER.................................................................................... 92 SECTION 8.1 Termination of Agreement....................................................................................................... 92 SECTION 8.2 Effect of Termination............................................................................................................... 95
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions ("Purchaser's Conditions"), any of which may be waived by Purchaser in its sole and absolute discretion:
Conditions to Obligations to Close. Conditions to Obligations of Each Party to Close 82
Conditions to Obligations to Close. 6.1. Conditions to Each Party’s Obligation.
6.2. Conditions to Obligation of Parent and Merger Sub. 6.3. Conditions to Obligation of Company.
Conditions to Obligations to Close. Conditions to Obligation of Each Party to Close 79 9.2 Conditions to Purchaser’s Obligation to Close 79 9.3 Conditions to the Company’s and Seller’s Obligation to Close 80 9.4 Frustration of Closing Conditions 80
