Additional Conditions to Obligations of Purchaser Clause Samples

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated hereby shall also be subject to the satisfaction or waiver of each of the following conditions:

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver by Purchaser, on or prior to the Closing Date, of each of the following conditions: (a) (i) The representations and warranties set forth in Section 3.2 (Ownership of Acquired Shares), Section 4.3 (Capitalization), Section 4.13 (Real Property) (without regard to any “material,” “Material Adverse Effect” or other materiality qualifier), Section 4.16 (Material Contracts), Section 4.20 (Absence of Certain Changes) (without regard to any “material,” “Material Adverse Effect” or other materiality qualifier) and Section 4.21 (Circular 75 Registration) shall be true and correct on and as of the Closing Date, (ii) the representations and warranties set forth in Section 3.3 (Authorization) and Section 4.2 (Authorization) shall be true and correct on and as of the Closing Date in all material respects, (iii) the other representations and warranties of the Company set forth in this Agreement (without regard to any “material,” “Material Adverse Effect” or other materiality qualifier) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (iv) the other representations and warranties of Sellers set forth in this Agreement shall be true and correct on and as of the Closing Date in all material respects; provided, however, that in the event of a breach of a representation and warranty of the type described in this Section 7.2(a)(iii) by the Company, the condition set forth in this Section 7.2(a)(iii) shall be deemed satisfied unless the failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had, would have, or would reasonably be expected to have, a Material Adverse Effect; (b) The Company and Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them respectively on or prior to the Closing Date; (c) Purchaser shall have received a certificate of an executive officer of each of the Company and Sellers that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfied; (d) From and after the date hereof, there shall have been no c...

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion): (a) the representations and warranties of the Sellers contained in Article IV of this Agreement (without giving effect to any Business Material Adverse Effect, or materiality qualifiers therein) shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not individually or in the aggregate result in a Business Material Adverse Effect, and the representation in Section 4.6(b) shall be true and correct as of the Closing Date; (b) the Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) the Sellers shall have delivered to Purchaser a certificate executed by an officer of Honeywell that the conditions set forth in paragraphs (a) and (b) above have been satisfied; (d) receipt of any and all Chinese Governmental Authority approvals of the transfer of HON China’s Equity Interest in HON Shanghai to Purchaser and the consent of any other third parties (including the China Consent) required in connection with the transfer and assignment of HON China’s Equity Interest in HON Shanghai to Purchaser; and (e) the Sellers shall have delivered to Purchaser those items set forth in Section 3.3(b), except for the item set forth in Section 3.3(b)(viii) (it being understood that such item shall not be a condition to Purchaser’s obligation to consummate the transactions contemplated by this Agreement).

Additional Conditions to Obligations of Purchaser. The obligation of the Acquiring Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions: (a) PrimeWest shall have duly provided notice of the Meeting and mailed the Information Circular and other documentation required in connection with the Meeting on or before October 26, 2007; (b) each of the acts and undertakings of PrimeWest and OpCo to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by PrimeWest or OpCo, as applicable; (c) PrimeWest shall have furnished Purchaser with: (i) certified copies of the resolutions duly passed by the PrimeWest Board of Directors approving this Agreement and the consummation of the transactions contemplated hereby; and (ii) certified copies of the resolution of PrimeWest Securityholders, duly passed at the Meeting, approving the Special Resolution; (d) the representations and warranties of PrimeWest and OpCo contained in Section shall be true in all respects as at the Effective Date with the same effect as though such representations and warranties had been made at and as of such time and each of PrimeWest and OpCo shall have complied in all respects with their covenants in this Agreement and Purchaser shall have received a certificate to that effect dated the Effective Date from the Chief Executive Officer and Chief Financial Officer of OpCo acting solely on behalf of OpCo and not in their personal capacity, to the best of their information and belief having made reasonable inquiry and Purchaser will have no knowledge to the contrary; (e) there shall not have occurred any Material Adverse Change which has not been disclosed in the PrimeWest Public Record (other than disclosures in any exhibits or schedules thereto or in any documents incorporated by reference therein and other than any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are primarily predictive or forward-looking in nature) prior to the date hereof or disclosed to Purchaser in the Disclosure Letter; (f) Purchaser shall have received resignations and releases from the directors and officers of PrimeWest and the PrimeWest Subsidiaries as described in Section , in form satisfactory to Purchas...

Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions:

Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to effect the transactions contemplated hereby and by the Ancillary Agreements are subject to the satisfaction at or prior to the Closing Date of the following additional conditions, any or all of which may be waived by Purchaser, in whole or in part, to the extent permitted by applicable Law:

Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) Representations and Warranties of Sellers, Gentek Holdings, Gentek U.S., Gentek Canada and Sellers' Representative. (i) The representations and warranties of Sellers, Gentek Holdings, Gentek U.S., Gentek Canada, the Sherwin-Williams Claims Trust and Sellers' Representative contai▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ement shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date (other than such representations and warranties as are made as of another date, which shall have been true and correct as of such other date), with only such exceptions as, individually or in the aggregate, do not have a Material Adverse Effect (provided, however, that (A) for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" and materiality qualifications contained therein shall be disregarded, and (B) the exception set forth in clause (i) of this Section 8.03(a) shall not apply to the representations and warranties set forth in Article III, Section 4.02 and the first sentence of Section 4.07, each of which representation and warranty shall be true and correct in all material respects as of the Closing Date, or if any such representations and warranties are made as of another date, such other date); (ii) the covenants and agreements contained in this Agreement to be complied with by Sellers, Gentek Holdings, Gentek U.S., Gentek Canada, Sherwin- Williams Claims Trust or Sellers' Representative on or before the Cl▇▇▇▇▇ ▇▇all have been complied with in all material respects; (iii) Purchaser shall have received a certificate from Sellers' Representative with respect to the matters set forth in the preceding clauses (i) and (ii) (relating to Sellers' Representative), signed by a duly authorized officer thereof; (iv) Purchaser shall have received a certificate from the Sherwin-Williams Claims Trust with respect to the matters set forth ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ clauses (i) and (ii) (relating to the Sherwin-Williams Claims Trust), signed by the Trustee; (v) Purcha▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇eceived a certificate from Sellers' Representative, on behalf of Sellers, with respect to the matters set forth in the preceding clauses (i) and (ii) (relating to Sellers), signed by a duly authorized officer thereof; and (vi) P...

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver by Purchaser, on or prior to the Closing, as the case may be, of each of the following conditions: (a) The representations and warranties of Seller set forth in Article III shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date except where such representations and warranties have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date. (c) There has been no Material Adverse Effect since the date of this Agreement. (d) Seller shall have delivered the documents and instruments set forth in Section 2 to Purchaser.

Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to purchase and pay for the Shares at the Initial Closing or any Unassigned Assets at any Subsequent Closing shall be subject to the satisfaction (or waiver by Purchaser) at or prior to that Closing of each of the following conditions: