Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction or the waiver by Sellers, on or prior to the Closing, of the following conditions: (a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date); (b) the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date; (c) no Applicable Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreement; (d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement; (e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied; (f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and (g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Par Pacific Holdings, Inc.)
Conditions Precedent to Obligations of Sellers. The obligation All obligations of Sellers to consummate the transactions contemplated by under this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to the Closing, of the following conditions:
(a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);
(b) the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date, of each of the following conditions, unless waived in writing by all Sellers:
(a) All statutory and corporate requirements for the consummation of the transaction contemplated by this Agreement shall have been fulfilled;
(b) All authorizations, orders, consents, and approvals of all federal, state, and local governmental agencies and authorities required to be obtained in order to permit the consummation of the transaction contemplated by this Agreement shall have been obtained, and all applicable waiting periods imposed by law or by rule, regulation, or order shall have expired;
(c) no Applicable Law No temporary restraining order, preliminary injunction, or permanent injunction, or order by any governmental agency or court having similar effect, restraining, prohibiting, or restricting in any material way the consummation by any of the parties hereto of the transaction contemplated by this Agreement shall have been enactedentered and be outstanding. There shall be no threatened, entered, promulgatedinstituted, or enforcedpending action or proceeding before any court or governmental agency, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarilyby any governmental agency, or permanently prohibits, prevents, enjoins, other person or makes illegal entity challenging the consummation legality or completion of the transactions transaction contemplated by this Agreement;
(d) no suit, action Each of the obligations and covenants of Buyer to be performed or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection complied with, pursuant to this Agreement on or prior to the transactions contemplated by this Agreement;Closing Date, shall have been duly performed or complied with; and
(e) if applicable, (i) all waiting periods (All representations and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration warranties of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by Buyer contained in this Agreement shall have expiredbe true and correct in all material respects, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the date of this Agreement and on the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the ClosingDate.
Appears in 1 contract
Sources: Stock Purchase Agreement (First Financial Bancorporation /Ia/)
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all respects on material respects, as of the date hereof and on of this Agreement and as of the Closing Date, with the same force and effect as though made at and as of the Closing, except to the extent such representations and warranties had been made or given on and as of the Closing Date expressly relate to an earlier date (other than those in which case such representations and warranties that refer qualified as to a specified datemateriality shall be true and correct, which need only and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date);
(b) the Purchaser Entities shall have performed and complied in all material respects with all obligations and agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;
(c) no Applicable Law any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been enacted, entered, promulgated, or enforced, and no timing agreement with terminated;
(d) there shall not be in effect any Order by a Governmental Authority shall be in force Body of competent jurisdiction restraining, enjoining or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal otherwise prohibiting the consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreementhereby;
(e) if applicablePurchaser shall have obtained or made any consent, (i) all waiting periods (approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and extensions thereof but not including an indication delivery of this Agreement or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement hereby;
(f) Purchaser shall have expireddelivered, or caused to be delivered, to the Sellers’ Representative the Assignment and Assumption Agreement;
(iig) notice of early termination Purchaser shall have delivered, or caused to be delivered, to the Sellers’ Representative evidence of the waiting period under wire transfers referred to in Section 3.2(b);
(h) Sellers shall have received certificates signed by each of the HSR Act applicable Chief Executive Officer and Chief Financial Officer (or similar officers) of Purchaser, each in form and substance reasonably satisfactory to Sellers, dated as of the Closing Date, to the effect that each of the conditions specified above in Sections 9.2(a)-(b) have been satisfied in all respects;
(i) no Legal Proceedings shall have been instituted or threatened, or claim or demand made, against any Seller or its Affiliates, or Purchaser or its Affiliates, that is reasonably likely to temporarily or permanently 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 this Agreement a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(j) Sellers shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to sufficient number of written consents from the shareholders of ▇▇▇▇▇▇-▇▇▇▇▇▇ Act (in form and substance satisfactory the members of F-B Building to Sellers) by or from consummate the applicable Governmental Authorities transactions contemplated hereby under Iowa Code Chapters 489 and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers490; and
(gk) Each Purchaser Entity Sellers shall have delivered (or be ready, willing, received fully executed and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closingenforceable copies of each Facility Lease Agreement from Purchaser.
Appears in 1 contract
Sources: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Conditions Precedent to Obligations of Sellers. The obligation Closing shall occur at the time provided in Section 2 provided that all of Sellers to consummate the transactions contemplated following conditions (the "Sellers' Conditions") shall have occurred, been satisfied, or waived in writing by this Agreement is subject to the satisfaction or the waiver by either of Sellers, on or prior to as applicable:
1. All documents required for the dissolution of TEK-KOL shall have been executed by SGI and Bluegrass in a form sufficient for filing with appropriate governmental authorities;
2. Effective as of the Closing, SGI shall establish for the employees of the following conditions:
Encoal ("Employees") new (a) each plans which may include pension, savings, welfare, severance, and other employee benefit plans which are substantially similar to such plans provided to the Employees prior to Closing, and (b) a post-retirement plan which is comparable to the plan provided to the Employees and former employees eligible for post-retirement benefits prior to Closing (each, an "Employee Plan"). SGI shall defend, indemnify and hold harmless Sellers, AEI, ▇▇▇▇▇▇▇ Coal Holding Company ("▇▇▇▇▇▇▇") and their respective affiliates, directors officers, employees and agents from, and pay and reimburse them for, any and all claims, actions, demands, suits, or proceedings pursuant to or in connection with any Employee Plan, the employment (or non-employment) of any Employee, or under or pursuant to any employee benefit plans maintained or previously maintained by AEI, ▇▇▇▇▇▇▇, or any of their respective affiliates, related companies, or predecessors, from and after the Closing. Further, SGI shall have obtained full releases from all Employees of Encoal and ▇▇▇▇▇▇▇ and their respective affiliates, directors, officers, employees and agents, in a form satisfactory to Sellers (collectively, "Employee Releases").
3. SGI shall have taken the actions and made all of the deliveries to be made by it pursuant to Sections 3.1 and 3.3;
4. From November 12, 1998 through the date of Closing, SGI shall have paid to Bluegrass' satisfaction that portion of the salaries, including travel and other expenses, of all Encoal employees for work engaged in by such Encoal employees for the benefit or at the request of SGI; and
5. The representations and warranties of the Purchaser Entities set forth SGI contained in Article 6 Section 5 or elsewhere herein shall be true and correct in all respects on as of the date hereof and as of the Closing Date as through made on and as of the Closing Date; provided, with the same force however, that if any such representation and effect as though warranty is not qualified by a standard of materiality, such representations representation and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which warranty need only be true and correct on and as of such specified date);
(b) the Purchaser Entities in all material respects. SGI shall have duly performed and complied in all material respects with all agreements and covenants contained herein required by this Agreement to be performed by or complied with by such Purchaser Entities on it at or prior to the Closing Date;
(c) no Applicable Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers under this Agreement to consummate the transactions contemplated by this Agreement is hereby to be consummated at the Closing shall be subject to the satisfaction or the waiver by Sellerssatisfaction, on at or prior to the Closing, of all the following conditions:, any one or more of which may be waived in writing at the option of Sellers with the prior writing consent of the Agent (provided that the Agent shall, at all times and in all material respects, have complied with the Lenders' Obligations):
(a) each KIAC shall have tendered to the Sellers payment of the representations and warranties amount described in Section 5.3(b)(i) of the Purchaser Entities set forth in Article 6 shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);this Agreement.
(b) The waiting period under the Purchaser Entities HSR Act or any other applicable competition, merger, control, antitrust Law or similar Law shall have performed expired or terminated, and complied in all material respects with Governmental Authorities whose consent is required for consummation of the transactions contemplated hereby shall have issued all agreements and covenants approvals required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to for the Closing Date;transactions contemplated hereby.
(c) no Applicable There shall not be in effect any Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a of any Governmental Authority shall be in force of competent jurisdiction restraining, enjoining or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the otherwise preventing consummation of the transactions contemplated by this Agreement;.
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods The Sale and Consignment Order shall have become a Final Order or (ii)(A) the Sale and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of Consignment Order shall have been duly entered by the waiting periodBankruptcy Court and (B) under neither the HSR Act applicable to Sale and Consignment Order nor the consummation of any of the transactions contemplated by this Agreement hereby or thereby shall have expiredbeen stayed, enjoined or otherwise prohibited by Law.
(i) The Sellers shall have acquired from AVS, free and clear of any and all Liens (other than Permitted Liens), all of the Leased FF&E, so that Sellers can sell, transfer, convey, assign and deliver all of such Leased FF&E to KIAC in accordance with the terms of this Agreement; (ii) notice of early termination (A) the owner of the waiting period real property which is the subject of the Miramar Lease and all other Persons (if any) who have any interest in such real property which may entitle or enable such Persons to terminate the Miramar Lease or evict KIAC from, or otherwise disturb KIAC's possession and quiet enjoyment of, such real property shall have delivered to KIAC written documents satisfactory in form and substance to KIAC acknowledging and agreeing to KIAC's right to undisturbed possession and quiet enjoyment of such real property throughout the term of the Miramar Lease so long as KIAC is not in default under the HSR Act applicable to Miramar Lease (in each case, as amended in accordance with clause (B) below and (B) the consummation of the transactions contemplated by this Agreement Miramar Lease shall have been received or amended (iii) upon the terms and conditions outlined in Schedule 29 to this Agreement and pursuant to a consent order written document satisfactory in form and substance to KIAC), and shall have been issued for public comment or pursuant assumed by Kellstrom and assigned to the KIAC ▇▇ ▇▇▇▇▇▇ Act ▇ance with the terms of this Agreement and the requirements of the Bankruptcy Code; and (iii) (A) Sellers and KAV shall have entered into a consignment agreement, upon the terms and conditions set forth in Schedule 30 to this Agreement and satisfactory in form and substance satisfactory to KIAC, pursuant to which KAV shall have consigned inventory to Sellers, (B) the Bankruptcy Court shall have approved such consignment agreement by or from the applicable Governmental Authorities a Final Order and (iC) or (ii) of this paragraph such consignment agreement shall have been satisfied;assigned to KIAC in accordance with the terms of this Agreement and the requirements of the Bankruptcy Code.
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items aggregate amount required to be delivered paid by such Purchaser Entity at Sellers pursuant to Section 3.1 of this Agreement (exclusive of amounts required to cure defaults, if any, under the ClosingMiramar Lease) shall not exceed $500,000.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is hereby to be consummated at the Closing shall be subject to the satisfaction or the waiver by Sellerssatisfaction, on at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing at the option of Sellers:
(a) each of the All representations and warranties of the Purchaser Entities set forth AirTran made in Article 6 this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and correct in all respects on (with respect to representations and warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited), in each case when made and as of the date hereof and Closing Date as if made on and as of that date (other than such representations or warranties that expressly speak only as of an earlier date).
(b) All of the terms, covenants and conditions to be complied with and performed by AirTran on or prior to the Closing Date shall have been complied with or performed in all material respects.
(c) Sellers shall have received a certificate, dated as of the Closing Date, with executed on behalf of AirTran by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the same force conditions specified in Section 5.5(a) and effect as though such representations and warranties had Section 5.5(b) have been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);fulfilled.
(bd) The waiting period under the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by HSR Act or complied with by such Purchaser Entities on any other applicable competition, merger, control, Antitrust Law or prior to the Closing Date;
(c) no Applicable similar Law shall have been enacted, entered, promulgated, expired or enforcedterminated, and no timing agreement with a the FAA, DOT, City of Chicago, Chicago City Council and any other Governmental Authorities whose consent is required for consummation of the transactions contemplated hereby shall have issued all approvals required for the transactions contemplated hereby.
(e) There shall not be in effect any Law of any Governmental Authority shall be in force of competent jurisdiction restraining, enjoining or applicable, which temporarily, preliminarily, otherwise preventing or permanently prohibits, prevents, enjoins, or makes illegal the prohibiting consummation of the transactions contemplated by this Agreement;.
(df) no suitAirTran and Sellers shall have duly and validly executed and delivered the Alliance Agreement.
(g) The Approval Order shall have been entered and shall have become a Final Order.
(h) The City of Chicago shall have given its consent to the assignment and transfer of the Midway Leased Assets to AirTran and waived any cross default under the Facilities Lease that now or hereafter exists by reason of any other agreement between the City of Chicago and Sellers.
(i) No action, action suit or other proceeding by (including, without limitation, any Third Party proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. § 157(b) and (c)) shall be pending or overtly threatened by or before any Governmental Authority seeking or pending or overtly threatened by any other Person to enjoin, restrain, prohibit, enjoin prohibit or declare illegal, or seeking obtain substantial damages or significant equitable relief in connection with, respect of or related to any of the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open would be reasonably likely to prevent or ongoing after expiration of the waiting period) under the HSR Act applicable to make illegal the consummation of the any transactions contemplated by this Agreement Agreement, and any such actions, suits or proceedings that have theretofore been brought and determined shall have expired, (ii) notice of early termination become Final Orders without having any of the waiting period under foregoing and without the HSR Act applicable to the consummation imposition of the transactions contemplated by this Agreement shall have been received any condition or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to requirement on Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) each of the The representations and warranties of the Purchaser Entities set forth in Article 6 this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all respects on the date hereof and on material respects, at and as of the Closing DateClosing, with except to the same force and effect as though extent such representations and warranties had been made or given on and as of the Closing Date expressly relate to an earlier date (other than those in which case such representations and warranties that refer qualified as to a specified datemateriality shall be true and correct, which need only and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date), and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to such effect;
(b) the Purchaser Entities shall have performed and complied in all material respects with all obligations and agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to such effect;
(c) no Applicable Law there shall have been enacted, entered, promulgated, or enforced, and no timing agreement with not be in effect any Order by a Governmental Authority shall be in force Body of competent jurisdiction that makes illegal, enjoins or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal otherwise prohibits the consummation of the transactions contemplated by this hereby; and
(d) Purchaser shall have delivered, or caused to be delivered, to Sellers the following:
(i) an amount equal to the Cash Purchase Price, minus the Escrow Amount, in accordance with Section 3.1 hereof;
(ii) a duly executed Assignment and Assumption Agreement;
(diii) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this a duly executed Non-Competition Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iiiiv) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfiedduly executed Transition Services Agreement;
(fv) The Purchaser Entities shall have a duly executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by SellersEscrow Agreement; and
(ge) Each Purchaser Entity shall have delivered (delivered, or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required caused to be delivered by such Purchaser Entity at delivered, to the ClosingEscrow Agent, the Escrow Amount in accordance with Section 3.1 hereof.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of the Purchaser Entities and Parent set forth in Article 6 shall this Agreement must be true and correct in all respects on the date hereof and on and (without giving effect to any materiality or material adverse effect qualifications contained therein) as of the Closing Date, with the same force and effect Date as though such representations and warranties had been made or given on and as of the Closing Date (other than those except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties that refer to a specified date, which need only be so true and correct on and as would not adversely affect Purchaser’s performance under this Agreement or consummation of such specified date)the transactions contemplated hereby in any material respect;
(b) the Purchaser Entities shall have performed and complied in all material respects with all obligations, covenants and agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;
(c) no Applicable Law Purchaser shall have delivered or caused to have been delivered to Sellers a duly executed Purchaser’s Closing Certificate;
(d) Purchaser shall have delivered or caused to have been delivered to Sellers a duly executed Purchaser’s Officer’s Certificate;
(e) Purchaser shall have delivered or caused to have been delivered to Sellers the closing deliveries described in Section 4.3;
(f) there shall not be enacted, issued, promulgated, enforced, entered, promulgated, or enforced, and no timing agreement with in effect any Order or Law by a Governmental Authority shall be in force Body of competent jurisdiction, that makes illegal, enjoins or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal otherwise prohibits the consummation of the transactions contemplated by this Agreementhereby;
(dg) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking the filings of Purchaser required pursuant to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act or any other Antitrust Law shall have been properly filed and the waiting period applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement or any other Antitrust Law shall have expired or early termination shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellersgranted; and
(gh) Each Purchaser Entity shall have delivered (or be ready, willing, and able caused to deliver at have been delivered to the Closing) to Sellers respective Key Employees the documents and other items required to be delivered Employment Agreements duly executed by such Purchaser Entity at the ClosingPurchaser.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is the Transaction Documents at the Closing are subject to the satisfaction satisfaction, or the written waiver by Sellers, on or prior to the Closing, Sellers of each of the following conditions:
(a) each The Manufacturers shall have waived all of their respective rights of first refusal and options to purchase the Dealerships (other than the rights of Mercedes-Benz USA, LLC with respect to the Respective Business of Mercedes-Benz of Arlington).
(b) (i) Except for the Purchaser Fundamental Representations, all of the representations and warranties of the Purchaser Entities as set forth in Article 6 II shall be true and correct in all respects on as of the date hereof and on Closing as if made at and as of the Closing Date(without giving effect to materiality, with material adverse effect or similar phrases in the same force representations and effect as though warranties), except where the failure of such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be so true and correct correct, individually or in the aggregate, has not had and would not reasonably be expected to have, a material adverse effect on and as of such specified date);
(b) Purchaser’s ability to consummate the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required transactions contemplated by this Agreement to be performed by or complied with by such Purchaser Entities the other Transactions Documents on or prior to the Closing Date;Date Deadline or otherwise to perform its obligations under the Transaction Documents, (ii) the Purchaser Fundamental Representations shall be true and correct as of the Closing as though made at and as of the Closing, except for any de minimis inaccuracies, and (iii) Purchaser shall have performed in all material respects all of its obligations, covenants and agreements hereunder to be performed by it prior to or at Closing.
(c) Sellers shall have received the documents, certificates and resolutions described in Section 11.3, in the form herein provided or, if not so provided, in form and substance reasonably satisfactory to Sellers.
(d) Purchaser shall have executed and delivered each Post Closing Lease to the applicable Real Estate Owner concurrent with the closing hereunder.
(e) All applicable time periods under the HSR Act shall have expired or terminated and no Applicable Law Action or proceeding relating to the HSR Act shall have been instituted and remain pending before, and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree shall have been issued and remain in effect by, any Governmental Authority to restrain, enjoin, prohibit, prevent or otherwise challenge the transactions contemplated by this Agreement, no law shall have been enacted, enteredissued, promulgated, or enforced, entered or promulgated and no timing agreement with a Governmental Authority shall be remain in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, effect that prohibits or makes illegal the consummation of such transactions and no Governmental Authority have notified any party hereto that consummation of such transactions would or might violate such law.
(f) There shall be no Action pending or threatened before, or judgment, order, decree or award by, a Governmental Authority that would reasonably be expected to have a material adverse effect on the parties’ ability to consummate the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the ClosingTransaction Documents.
Appears in 1 contract
Sources: Asset Purchase Agreement (Asbury Automotive Group Inc)
Conditions Precedent to Obligations of Sellers. The obligation of Sellers each Seller to consummate the transactions contemplated by sale under this Agreement is subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or at the Closing, of each of the following conditions:conditions (any or all of which may be waived by each Seller):
(a) each of the all representations and warranties of the Purchaser Entities set forth Buyer contained in Article 6 this Agreement shall be true and correct in all material respects on the date hereof and on at and as of the time of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on again at, and as of the Closing Date (other than those representations and warranties of, that refer to a specified date, which need only be true and correct on and as of such specified date)time;
(b) the Purchaser Entities Buyer shall have performed and complied in all material respects with all agreements obligations and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or Buyer prior to or at the Closing DateClosing;
(c) no Applicable Law Stratus Services Group, Inc. shall have been enacted, entered, promulgated, or enforced, and no timing agreement with delivered a Governmental Authority shall be duly executed Piggyback Registration Rights Agreement in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal substantially the consummation of form annexed hereto as Exhibit E (the transactions contemplated by this “Registration Rights Agreement”);
(d) no suitStratus Services Group, action or other proceeding by any Third Party Inc shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages have delivered a duly executed Guaranty in connection with, substantially the transactions contemplated by this Agreementform amended hereto as Exhibit F ( The “Guaranty”);
(e) if applicableStratus Services Group, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement Inc. shall have expireddelivered copies of duly executed Offer Letters and Releases issued to and signed by every employee of each Seller, excluding the Shareholders, in substantially the form annexed hereto as Exhibit G (iithe “Offer/Release”);
(f) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement Stratus Services Group, Inc. shall have been received or (iii) delivered a consent order shall have been issued health benefits letter obligating Stratus Services Group, Inc. to pay family plan COBRA payments for public comment or pursuant to the T▇▇▇▇▇▇▇ Act ▇. ▇▇▇▇▇▇▇▇ for eighteen (18) months beginning August 1, 2007 and further, to add T▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the group family plan medical coverage plan offered to management of Stratus Services Group, Inc. beginning in the nineteenth (19) month after the Closing and extending for eighteen (18) months thereafter. Such letter shall be in substantially the form and substance satisfactory to Sellersannexed hereto as Exhibit H (the “Benefit Letter”).
(g) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph each Seller shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s furnished with a certificate, dated as of the Closing Date and Date, in substantially in the form of Exhibit G, certifying that the conditions set forth in Exhibit F executed by the Manager of Buyer certifying to the fulfillment of the conditions specified in Section 9.2(a4.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers4.2(b); and
(gh) Each Purchaser Entity no provision of any applicable law or regulation shall have delivered (or be ready, willingprohibit, and able there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against the consummation of the sale and purchase of the Assets pursuant to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closingthis Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Stratus Services Group Inc)
Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions purchase and sale of the Interest and Assets as contemplated by this Agreement is subject to the satisfaction or the waiver by Sellers, on or prior to the Closing, Closing Date of the following conditionsconditions precedent:
(a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);
(b) the Purchaser Entities Buyer shall have performed and complied in all material respects with all agreements obligations and covenants required by this Agreement that are to be performed by or complied with or necessary to be performed or complied with by such Purchaser Entities it on or prior to before the Closing Date;
(b) the representations and warranties of Buyer set forth in Article 4, taken as a whole, shall be true and correct in all material respects both when made and as if made again on and as of the Closing Date (provided that all representations and warranties which are made as of a specific date shall be true and correct as if made only as of such date);
(c) no Applicable Law Sellers shall have received a certificate of an officer of the Buyer, in form reasonably satisfactory to Sellers, certifying that, to the knowledge of the officer making such certification, the matters referred to in paragraphs (a) and (b) of this Section 6.2 have been satisfied;
(d) all Required Consents and the FERC and NCUC Transaction Approvals shall have been enactedobtained and remain in effect;
(e) Sellers and all of their Affiliates shall have been fully, enteredcompletely and unconditionally released from all of their respective Liabilities (if any) in respect of the Existing Letters of Credit, promulgated, or enforcedno amounts shall have been drawn under the Existing Letters of Credit, and the Existing Letters of Credit shall have been returned to Sellers at the Closing;
(f) no timing agreement with a investigation, suit, action or other proceeding shall be threatened or pending before any Governmental Authority shall be that seeks constraint, prohibition, damages or other relief in force connection with the purchase and sale of the Interest or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the other transactions contemplated by this Agreement;
(dg) no suit, action or other proceeding by any Third neither Party shall be pending by or before have exercised any Governmental Authority seeking termination rights which it is entitled to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or exercise pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (iSections 2.5(b) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers8.1; and
(gh) Each Purchaser Entity Buyer shall have delivered (or be readytendered to Sellers the Purchase Price and all of the documents, willing, instruments and able other items which Buyer is required to deliver at Closing pursuant to Section 2.4(b), subject only to the Closing) to delivery by Sellers of the documents documents, instruments and other items required which Sellers is obligated to be delivered by such Purchaser Entity deliver at the ClosingClosing pursuant to Section 2.4(a).
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation of Sellers and ▇▇▇▇▇ to consummate complete the transactions contemplated by this Agreement sale of the Purchased Assets as provided for herein is subject to the fulfillment or satisfaction or the waiver by Sellers, on or prior to before the Closing, Closing Date of each of the following conditions:conditions set forth below, any of which may be waived by Sellers or ▇▇▇▇▇ in writing.
(a) each of the All representations and warranties of the Purchaser Entities set forth Buyer contained in Article 6 this Agreement or in any certificate or other document delivered to Sellers pursuant hereto shall be complete, true and correct in all material respects on the date hereof and on and as of the Closing Date, with the same force and effect as though Sellers shall have received a certificate signed by a duly authorized officer of Buyer to such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date)effect;
(b) the Purchaser Entities Buyer shall have performed all of the obligations, covenants and complied agreements contained in all material respects with all agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities Buyer on or prior to before the Closing Date, and Sellers shall have received a certificate signed by a duly authorized officer of Buyer to such effect;
(c) no Applicable Law All instruments and documents reasonably required on Buyer's part to effectuate and consummate the transactions contemplated hereby, including those described in Section 3.03, shall be delivered by Buyer and shall be in form and substance reasonably satisfactory to Sellers and ▇▇▇▇▇ and their respective counsels;
(d) No law or order shall have been enacted, entered, promulgatedissued, promulgated or enforced, and no timing agreement with a Governmental Authority shall be in force entered by any governmental entity which prohibits or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of restricts the transactions contemplated by this Agreement;
(d) no suithereby, and there shall not have been threatened, nor shall there be pending, any action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restraincourt or governmental agency or other regulatory or administrative agency or commission, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation challenging any of the transactions contemplated by this Agreement shall have expired, (ii) notice or seeking monetary relief by reason of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellerstransactions; and
(ge) Each Purchaser Entity The Sellers shall have delivered (complied with their obligation to give appropriate notice under the California Corporations Code and the Attorney General for the State of California shall have approved such transaction or be ready, willing, and able shall have declined to deliver at object to such transactions during the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closingstatutory review period therefor.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation All obligations of Sellers to consummate the transactions contemplated by under this Agreement is are subject to the satisfaction or the waiver by Sellers, on fulfillment at or prior to the Closing, Closing of each of the following conditions:conditions (unless waived in writing by Seller):
(a) each of the Buyer's warranties and representations and warranties of the Purchaser Entities set forth contained in Article 6 this Agreement shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had deemed to have been made or given on again at and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only shall then be true and correct on and as in all material respects; provided that any representation or warranty of such specified date);Buyer contained herein that is already qualified by a materiality standard or a Material Adverse Event qualification shall not be compounded again by this Section for materiality.
(b) the Purchaser Entities Buyer shall have performed and complied in all material respects with all agreements and covenants conditions required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;or at Closing.
(c) no Applicable Law Sellers shall have been enacted, entered, promulgated, or enforced, and no timing agreement furnished with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation Certificate of appropriate officers of the transactions contemplated by this Agreement;General Partner of Buyer (or in the case of a Permitted Assignee, that certificate which would be applicable to the form of organization of the Permitted Assignee), dated the Asset Purchase Agreement Sunburst/SunGroup Page 50 Closing Date, certifying the fulfillment of the foregoing two conditions.
(d) no suitSellers shall have not discovered any material adverse error, action misstatement or other proceeding omission in Buyer's warranties and representations made in this Agreement which have not been cured by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;time of Closing.
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement Sellers shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to furnished with an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇ Act ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., counsel for Buyer, (or in form and substance satisfactory the case of a Permitted Assignee, legal counsel, reasonably acceptable to Sellers, for the Permitted Assignee) substantially to the effect that:
(1) The execution, delivery and performance of the Transaction Documents by Buyer (or from in the applicable Governmental Authorities case of a Permitted Assignee, those Transaction Documents to which such Permitted Assignee is a party) has been duly authorized and approved by all requisite actions and proceedings.
(i2) The Transaction Documents (or (iiin the case of a Permitted Assignee, those Transaction Documents to which such Permitted Assignee is a party) of this paragraph shall have been satisfied;duly executed and delivered by Buyer and constitutes the valid, binding and enforceable obligations of Buyer in accordance with their respective terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity regardless of whether enforcement is sought in a proceeding at law or in equity.
(3) All other actions and proceedings required by law or the Transaction Documents (or in the case of a Permitted Assignee, those Transaction Documents to which such Permitted Assignee is a party) to be taken by Buyer at or prior to the Closing in connection with the Transaction Documents and the Transaction been duly and validly taken.
(4) Except as may be specified by such counsel, he does not know of any litigation, proceeding or government investigation pending or threatened against or relating to Buyer or to the Transaction. Additionally, reputable legal counsel for each Permitted Assignee, shall also deliver to Sellers a legal opinion as described in this item (e), but only as may be related to the Station Assets being acquired by such Permitted Assignee and the Transaction Documents to which such Permitted Assignee is a party.
(f) The Purchaser Entities There shall have executed and delivered to Sellers an officer’s certificatenot be in effect any temporary restraining order, dated as preliminary or permanent injunction, or other order, decree or administrative ruling issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; andTransaction.
(g) Each Purchaser Entity No action shall have delivered (been taken nor any statute, rule, or be ready, willing, and able to deliver at regulation shall have been enacted by any Governmental Entity that makes the Closing) to Sellers consummation of the documents and other items required to be delivered by such Purchaser Entity at the ClosingTransaction illegal.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date)said dates;.
(b) the Purchaser Entities shall have performed and complied in all material respects with all obligations and agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;,
(c) no Applicable Law Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions contained in Sections 10.2(a) and 10.2(b) have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreementfulfilled;
(d) no suitPurchaser shall have delivered (A) copies of resolutions of sole member of Purchaser authorizing and approving this Agreement, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the Transaction Documents and the transactions contemplated by hereby and thereby and all of the transactions and agreements contemplated hereby and thereby; (B) the certificate of formation and the limited liability company agreement of Purchaser; and (C) the names of the officer or officers of Purchaser authorized to execute this Agreement, the Transaction Documents and the transaction contemplated herein and therein, all certified by any authorized representative of Purchaser, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;
(e) if applicablethere shall not be in effect on the Closing Date any Order or Law restraining, (i) all waiting periods (and extensions thereof but not including an indication enjoining or notification from a Governmental Authority that an investigation remains open otherwise prohibiting or ongoing after expiration of the waiting period) under the HSR Act applicable to making illegal the consummation of any of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination or any of the waiting period under Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the HSR Act applicable to the consummation benefits of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to any of the ▇▇▇▇▇▇ Act (in form and substance satisfactory Transaction Documents to Sellers) , and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or from the applicable Governmental Authorities and (i) enactment, promulgation or (ii) deemed applicability of any such Law to Sellers or the transactions contemplated by this paragraph shall have been satisfiedAgreement or any of the Transaction Documents;
(f) The Parent shall have received consent from the Bank under the Existing Loan Documents to the consummation of the Agreement and the transactions contemplated hereby;
(g) Purchaser Entities shall have executed and delivered the Promissory Note in the form attached hereto as Exhibit E hereto;
(h) Purchaser shall have delivered, or caused to be delivered, to Sellers an officer’s certificate, dated as evidence of the Closing Date and substantially wire transfer referred to in Section 4.2;
(i) Purchaser shall have delivered, or caused to be delivered, to Sellers a duly executed Guaranty in the form of Exhibit GA hereto, certifying by QualxServ LLC, a Delaware limited liability company, of Purchaser’s payment of the amounts due with respect to the Annual Consideration, any post-Closing adjustment amount to the Cash Purchase Price pursuant to Section 4.4, the Promissory Note and any indemnification of the Seller Indemnified Parties pursuant to Article 11 of the Purchase Agreement; provided, however, that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions Guaranty with respect to such conditions that have been waived by Sellersindemnification obligations shall only survive until the eighteen (18) month anniversary of the Closing Date; and
(gj) Each Purchaser Entity shall have delivered (delivered, or caused to be readydelivered, willing, and able to deliver at the Closing) to Sellers a duly executed Assignment and Assumption Agreement in the documents and other items required to be delivered by such Purchaser Entity at the Closingform attached hereto as Exhibit C hereto.
Appears in 1 contract
Sources: Purchase Agreement (Banctec Inc)
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or at the Closing, of each of the following conditions:
conditions (any or all of which may be waived by Sellers): (a) each of the all representations and warranties of the Purchaser Entities set forth in Article 6 Buyer and Orbit to Sellers shall be true and correct in all material respects on the date hereof and on at and as of the Closing Date, Date with the same force and effect as though such those representations and warranties had been made or given on at and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);
time; (b) the Purchaser Entities Buyer and Orbit shall have performed performed, and complied in all material respects with with, all agreements obligations and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or them, respectively, prior to or at the Closing Date;
Closing; (c) no Applicable Law Sellers shall have been enactedfurnished with certificates dated the Closing Date and in form and substance reasonably satisfactory to the Sellers executed by the Chairman of the Board of Directors, enteredthe President or a Vice President of each of Buyer and Orbit and certifying to the fulfillment of the conditions specified in Sections 9.2(a) and 9.2(b) hereof; (d) Sellers shall have been furnished with an opinion of Squadron, promulgatedEllenoff, or enforcedPlesent & ▇▇▇▇▇▇▇▇▇, LLP, counsel to Buyer and no timing agreement with a Governmental Authority Orbit, in form and substance reasonably satisfactory to Sellers: (e) there shall be in force no judgment, decree, injunction, rule or applicableorder of any court, governmental department, commission, agency, instrumentality or arbitrator outstanding which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, restricts or makes illegal the delays consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party ; there shall be no pending by lawsuit, claim or before any Governmental Authority seeking legal action relating to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the which would materially adversely affect such transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
; (f) The Purchaser Entities Sellers shall have received a copy of resolutions adopted by the Board of Directors of each of Buyer and Orbit authorizing the execution, delivery and performance of this Agreement by each of Buyer and Orbit, and a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, and setting forth the incumbency of each person executing this Agreement, or any other documents delivered pursuant to this Agreement on behalf of each of Buyer and Orbit; (g) Buyer shall have executed and delivered to Sellers an officer’s certificateAssumption Agreement in form and substance reasonably acceptable to Sellers (the "Assumption Agreement"); (h) this Agreement and the transactions contemplated hereby, dated as of well as the Closing Date and substantially in the form of Exhibit GPlan, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) shall have been fulfilled and, if applicable, any exceptions approved and adopted by the affirmative vote of holders of a majority of all outstanding shares of Astrosystems entitled to such conditions that vote for the transactions contemplated hereby; (i) the Required Consents shall have been waived by Sellersobtained; and
and (gj) Each Purchaser Entity Buyer and Orbit shall have executed and delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the ClosingEscrow Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Orbit International Corp)
Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction Unless waived, in whole or the waiver in part, in writing by Sellers, on or prior the obligations of Sellers hereunder are subject to the Closing, of the following conditions:
(a) each of the representations and warranties of Purchaser herein shall be deemed to have been made again as of the Purchaser Entities set forth in Article 6 Closing Date and shall then be true and correct in all respects on the date hereof and on and as of the Closing Datematerial respects, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer subject to a specified date, which need only be true and correct on and as of such specified date);
(b) the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;
(c) no Applicable Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions any changes contemplated by this Agreement;
(b) Sellers shall not have discovered any material error, misstatement or omission therein;
(c) the ultimate parent company of LSAP, LSB Industries, Inc., shall have received a written fairness opinion acceptable to LSB Industries, Inc., at its sole discretion, regarding the sale of the Purchased Assets to Purchaser hereunder;
(d) no suit, action or other proceeding by any Third Party Purchaser shall be pending by or before any Governmental Authority seeking have obtained financing acceptable to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, Sellers for the transactions contemplated by this Agreement, including a subordination agreement and other agreements with Congress Financial Corporation (Southwest) that are acceptable to Sellers at their sole discretion;
(e) if applicablereceipt by Sellers of an opinion of counsel from Purchaser's counsel, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance content of which shall be satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The execution and delivery by DriveLine of the Notes, the Note Agreements, and any related documents;
(g) execution and delivery by MC Automotive Acquisition Corp. of the Note Agreements to which it is a party;
(h) execution and delivery by L&S Manufacturing Corp. of the Note Agreements to which it is a party;
(i) Purchaser Entities shall have executed complied with all of its covenants and delivered to Sellers an officer’s certificate, dated as obligations contained herein;
(j) delivery of certified resolutions of the Closing Date Board and substantially Shareholder(s) of the Purchaser approving the execution, delivery and performance of the Agreement, the Notes and the Note Agreements;
(k) delivery of certified resolutions of the Board of MC Automotive Acquisition Corp. and L&S Manufacturing Corp. as to execution, delivery and performance of the all documents to which they are to be parties, including, without limitation, the Note Agreements and UCC-1 financing statements;
(l) receipt by LSB of a letter from Ernst & Young regarding the preservation of operating loss carry forwards, in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions substance acceptable to such conditions that have been waived by SellersLSB; and
(gm) Each Purchaser Entity shall have delivered (or be ready, willing, execution and able to deliver at delivery of the Closinglease agreements identified in Exhibit 12(m) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.attached hereto
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (LSB Industries Inc)
Conditions Precedent to Obligations of Sellers. The Each and every obligation of Sellers to consummate be performed on the transactions contemplated by this Agreement is Closing Date shall be subject to the satisfaction satisfaction, or the written waiver by SellersMember, on or prior to or at the Closing, Closing of the following conditionsexpress conditions precedent:
(a) each of (i) the representations and warranties of the Purchaser Entities set forth Buyer contained in Article 6 Section 4.1 [“Corporate”], Section 4.2 [“Authorization; Validity”], Section 4.3 [“No Brokers or Finders”] and Section 4.6 [“Financing”] shall be true and correct in all respects on when made and at and as of the date hereof Closing Date with the same force and on effect as if those representations and warranties had been made at and as of the Closing Date; (ii) each other representation and warranty of Buyer contained in Article 4 shall be true and correct in all material respects when made and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of the Closing Date; (iii) the representations and warranties of Parent contained in Section 5.1 [“Corporate”], Section 5.2 [“Authorization; Validity”], Section 5.3 [“No Brokers or Finders”] and Section 5.5 [“Subject Shares”] shall be true and correct in all respects when made and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of the Closing Date; and (iv) each other representation and warranty of Parent contained in Article 5 shall be true and correct in all material respects when made and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of the Closing Date, with in each case except (A) to the same force and effect as though extent such representations and warranties had been made or given on and speak as of the Closing Date (other than those representations and warranties that refer to a specified earlier date, which need only be true ; and correct on and (B) as of such specified date)otherwise contemplated or permitted by this Agreement;
(b) the Purchaser Entities Buyer and Parent shall have performed and complied in all material respects have performed all obligations and complied with all agreements and covenants required by this Agreement necessary to be performed by or complied with by such Purchaser Entities them on or prior to before the Closing Date, including, without limitation, the delivery of all items required to be delivered pursuant to Section 8.2;
(c) no Applicable Law Member shall have been enacted, entered, promulgated, obtained all consents and approvals from any Governmental or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal Regulatory Entities necessary for the consummation of the transactions contemplated by this Agreementhereby, on terms and conditions reasonably satisfactory to Member, including, without limitation, the approval of the Financial Industry Regulatory Authority;
(d) no suitstatute, action rule or other proceeding regulation shall have been enacted or promulgated by any Third Party shall be pending by Governmental or before any Governmental Authority seeking to restrainRegulatory Entity which prohibits, prohibit, enjoin restricts or declare illegal, makes illegal this Agreement or seeking substantial damages in connection with, the transactions contemplated by this Agreement;hereby; and
(e) if applicableno Litigation shall be pending or threatened before any court or Governmental or Regulatory Entity that seeks restraint, (i) all waiting periods (and extensions thereof but not including an indication prohibition, damages or notification from a Governmental Authority that an investigation remains open other relief in connection with this Agreement or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by hereby, or that otherwise questions the validity or legality of this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to or the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closinghereby.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation All obligations of Sellers to consummate at the transactions contemplated by this Agreement is subject Closing are subject, at the option of Sellers, to the satisfaction or fulfillment of each of the waiver by Sellers, on following conditions at or prior to the Closing, of the following conditionsand Purchaser shall exert its best efforts to cause each such condition to be so fulfilled:
(a) each of the All representations and warranties of the Purchaser Entities set forth contained herein or in Article 6 any document delivered pursuant hereto shall be true and correct in all material respects on the date hereof when made and on shall be deemed to have been made again at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as date of the Closing Date (other than those representations Closing, and warranties that refer to a specified date, which need only shall then be true and correct on in all material respects, except for changes in the ordinary course of business after the date hereof in conformity with the covenants and as of such specified date);agreements contained herein.
(b) the Purchaser Entities shall have performed and complied in all material respects with all All covenants, agreements and covenants obligations required by the terms of this Agreement to be performed by Purchaser at or complied with by such Purchaser Entities on or prior to before the Closing Date;shall have been duly and properly performed in all material respects.
(c) no Applicable Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority There shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, certificates executed by the President and Secretary of Purchaser dated as the date of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(aparagraphs (a) and (b) of this Section 9.2(b) 11 have been fulfilled andfulfilled.
(d) All consents, if applicableapprovals, any exceptions authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including Governmental Authority) required to such conditions that be obtained by or on the part of the parties hereto or otherwise necessary for the consummation of the transactions contemplated hereby shall have been waived obtained or made, and all thereof shall be in full force and effect at the time of Closing. All applicable waiting periods to consummation of the transactions contemplated hereby as required by Sellers; andlaw shall have expired.
(ge) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the All documents and other items required to be delivered by to Sellers at or prior to the Closing shall have been so delivered.
(f) Prior to Closing, Sellers shall have received a fairness opinion from a firm of financial advisors acceptable to the Board of Directors of Sellers in form and substance satisfactory to Sellers to the effect that, on the basis of certain facts, representations and opinions set forth in such Purchaser Entity at opinion, the ClosingApex Re Consideration is fair from a financial point of view to the Sellers' Shareholders.
Appears in 1 contract
Sources: Stock Purchase Agreement (First Financial Corp /Tx/)
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers and Owners to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellersfulfillment, on or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived by Sellers and Owners in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all respects on material respects, as of the date hereof and on of this Agreement and as of the Closing Date, with the same force and effect as though made at and as of the Closing, except to the extent such representations and warranties had been made or given on and as of the Closing Date expressly relate to an earlier date (other than those in which case such representations and warranties that refer qualified as to a specified datemateriality shall be true and correct, which need only and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date);
(b) the Purchaser Entities shall have performed and complied in all material respects with all obligations and agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;
(c) no Applicable Law Sellers shall have received a certificate signed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Sellers, dated the Closing Date, to the effect that each of the conditions specified above in Sections 9.2(a) and (b) have been enacted, entered, promulgated, or enforced, and no timing agreement with satisfied in all respects;
(d) there shall not be in effect any Order by a Governmental Authority shall be in force Body of competent jurisdiction restraining, enjoining or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal otherwise prohibiting the consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreementhereby;
(e) if Purchaser shall have obtained or, as applicable, made any consent, approval, order or authorization of, or registration, declaration, notification or filing with, any Person or Governmental Body required (iincluding those referred to in Section 6.3(b)) all waiting periods (to be obtained or made by it in connection with the execution and extensions thereof but not including an indication delivery of this Agreement or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement hereby;
(f) Purchasers shall have expireddelivered, or caused to be delivered, to Executive (i) evidence of the wire transfer referred to in Section 3.2 hereof and (ii) notice the duly executed Purchase Note;
(g) Purchaser shall have delivered, or caused to be delivered, to Sellers a duly executed assignment and assumption agreement in the form attached hereto as Exhibit C hereto;
(h) Purchaser shall have delivered, or caused to be delivered, to the respective lessors under the Closing Real Property Leases duly executed leases in the respective forms of early termination Exhibits E-1 and E-2 hereto; and
(i) Purchaser shall have delivered, or caused to be delivered, to Sellers each of (i) a certification of a duly authorized officer of Purchaser concerning the Purchaser’s board of directors adoption and authorization of the waiting period under execution, delivery and performance of this Agreement and each of the HSR Act applicable to other Purchaser Documents contemplated hereby and the consummation of the transactions contemplated by this Agreement shall have been received or hereby and thereby, (ii) a certified copy of the articles of incorporation and the by-laws of Purchaser, and (iii) a consent order shall have been issued good standing certificate for public comment or pursuant Purchaser from its jurisdiction of organization dated no more than ten (10) Business Days prior to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the ClosingDate.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations ---------------------------------------------- of Sellers to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction or the waiver by Sellers, on each Seller at or prior to the Closing of all of the following conditions:
14.2.1 Buyer shall have complied in all material respects with all of its agreements and covenants contained herein to be performed at or prior to the Closing, of the following conditions:
(a) each of and all the representations and warranties of the Purchaser Entities set forth in Article 6 Buyer contained herein shall be true and correct accurate in all material respects on the date hereof when made and on at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on at and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);
(b) the Purchaser Entities Sellers shall have performed and complied in all material respects with all agreements and covenants required by this Agreement received an officer's certificate from Buyer to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date;effect.
(c) no Applicable Law 14.2.2 Buyer shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal paid Banque Paribas for the consummation account of Sellers the transactions contemplated by this Agreement;Purchase Price.
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement 14.2.3 Buyer shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable provided to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) Sellers a consent order shall have been issued for public comment or pursuant to the written opinion from ▇▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, P.C., dated as of the Closing Date and Date, substantially in the form of Exhibit G"P" attached hereto. In rendering such opinion, certifying that counsel may rely to the conditions set forth in Section 9.2(a) extent deemed appropriate on the certificates of officers or employees of Buyer and Section 9.2(b) have been fulfilled and, if applicable, any exceptions of public officials as to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, matters of fact and able to deliver at the Closing) to Sellers the authenticity of documents and on opinions of counsel in other items States as to questions under the law of such States.
14.2.4 All material documents, instruments and agreements required to be executed and delivered by such Purchaser Entity Buyer at Closing as contemplated hereby shall have been duly executed and delivered by Buyer and shall have been received.
14.2.5 The cost to Sellers of the title insurance contemplated hereunder shall not exceed the cost of a title insurance policy in the Title Insurance Amount.
14.2.6 All applicable waiting periods (and any extensions thereof) under the H-S-R Act shall have expired or otherwise been terminated.
14.2.7 The consents and approvals referred to in Section 14.1.7 shall have been obtained and shall not have been withdrawn or revoked at Closing.
14.2.8 Buyer shall have received, the consent and commitment from Banque Paribas referred to in Section 14.1.10.
Appears in 1 contract
Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or the waiver by Sellerssatisfaction, on or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):
(a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be shall be true and correct in all material respects on as of the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those except to the extent such representations and warranties that refer expressly relate to a specified an earlier date, in which need only case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date), and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(b) the Purchaser Entities shall have performed and complied in all material respects with all obligations and agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing, and Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect;
(c) no Applicable Law Purchaser shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, either (i) all waiting periods agreed to assume the collective bargaining agreements for the Sellers’ Springfield and Canton facilities (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i“Collective Bargaining Agreements”) or (ii) entered into ratified and binding collective bargaining agreements with the Unions that expressly terminate the Collective Bargaining Agreements and any obligations of this paragraph the Sellers thereunder to require Purchaser’s assumption of such Collective Bargaining Agreements; and
(d) Purchaser shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered delivered, or caused to be delivered, to Sellers an officer’s certificate, dated as all of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions items set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing4.3.
Appears in 1 contract
Sources: Asset Purchase Agreement
Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction or the waiver by Sellers, on at or prior to the ClosingClosing of each of the conditions set forth below; provided, however, that, notwithstanding the failure of any one or 50 more of such conditions, Sellers may nevertheless proceed with the Closing without satisfaction, in whole or in part, of the following any one or more of such conditions, but only if a written waiver thereof is executed by Sellers:
(a) each Each of the representations and warranties of the Purchaser Entities set forth in Article 6 Buyer contained herein shall be true and correct in all material respects on the date hereof (other than such representations and warranties that are qualified by a materiality standard, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date, Date with the same force and effect as though such representations and warranties the same had been made or given on and as of the Closing Date (other than those except that representations and warranties that refer are made as of a specific date need to be true only as of such date).
(b) All of the covenants and agreements required by this Agreement to have been performed and complied with by Buyer prior to or on the Closing Date shall have been performed and complied with prior to or on the Closing Date.
(c) No preliminary or permanent injunction or other Judgment of any court restraining or prohibiting the consummation of the transactions contemplated hereby shall be in effect. No action, suit or proceeding shall have been instituted or threatened by any Person (i) seeking to prohibit, restrict or delay, or to enjoin or obtain Damages from any of the Sellers in respect of, the consummation of the transactions contemplated hereby or by the Related Agreements or (ii) which, if adversely determined would, in the good faith judgment of Class A Unit Holders, cause a specified dateBuyer Material Adverse Effect.
(d) Sellers shall have received a certificate from Buyer as to the satisfaction of the conditions set forth in Sections 6.2(a)-(c), (e) and (h) dated the Closing Date, executed by a duly authorized officer of Buyer.
(e) All consents, approvals or orders of any Authority, Self-Regulatory Organization or other third party the granting of which need only is required for the consummation of the transactions contemplated herein shall have been obtained and all waiting periods the expiration of which is required under applicable Legal Requirements, including under the Hart Scott Rodino Act, shall have expired or been terminated.
(▇) ▇▇▇ ▇▇lated Agreements shall have been executed and delivered by Buyer, and shall constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms. Buyer shall have performed all acts, made all payments and executed and delivered all documents that are to be performed, made or executed by it or on its behalf at or prior to the Closing pursuant to such agreements. Each of the representations and warranties of Buyer contained therein shall be true and correct on and as of such specified date);
(b) the Purchaser Entities shall Closing Date with the same force and effect as though the same had been made on and as of the Closing Date and all of the covenants and agreements required by the Related Agreements to have been performed and complied in all material respects with all agreements by the parties thereto by the Closing Date shall have been performed and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to or on the Closing Date;.
(cg) no Applicable Law No action shall have been enactedtaken by any Authority that would prohibit, enteredrestrict, promulgateddelay, render illegal or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal enjoin the consummation of the transactions contemplated hereby or by the Related Agreements.
(h) Since the date of this Agreement;, a Buyer Material Adverse Change shall not have occurred.
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting periodThe condition set forth in Section 6.1(j) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;.
(fj) The Purchaser Entities Escrow Agreement and the Registration Rights Agreement shall have executed and delivered each contain provisions, to Sellers an officer’s certificatethe reasonable satisfaction of each Seller, dated as permitting each Seller to enter into transactions for the transfer, pledge or disposition of the Closing Date and substantially Instinet Common Stock of such Sellers held in escrow pursuant to this Agreement for the purpose of hedging against fluctuations in the form price of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions Instinet Common Stock or to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closingprotect against a loss.
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Conditions Precedent to Obligations of Sellers. The obligation Closing shall occur at the time provided in Section 2 provided that all of Sellers to consummate the transactions contemplated following conditions (the "Sellers' Conditions") shall have occurred, been satisfied, or waived in writing by this Agreement is subject to the satisfaction or the waiver by either of Sellers, on as applicable:
4.2.1 Effective as of the Closing, SGI shall establish for the employees of Encoal ("Employees") new savings, welfare, severance, and other employee benefit plans ("Employee Plans") which are acceptable to both AEI and Employees prior to Closing. SGI shall defend, indemnify and hold harmless Sellers, AEI, ▇▇▇▇▇▇▇ Coal Holding Company ("▇▇▇▇▇▇▇") and their respective affiliates, directors, officers, employees and agents from, and pay and reimburse them for, any and all claims, actions, demands, suits, or proceedings pursuant to or in connection with any Employee Plans, the employment (or non-employment) of any Employee, or claims for benefits under or pursuant to any employee benefit plans maintained or previously maintained by AEI, ▇▇▇▇▇▇▇, or any of their respective affiliates, related companies, or predecessors, which result from the actions of SGI or Encoal, from and after the Closing, claims for post-retirement benefits by Employees or former Employees of Encoal, or their dependents. Provided, should ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of Encoal retire prior to the Closing having satisfied the requirements for post-retirement benefits under the plan maintained by AEI, AEI shall retain the liabilities associated with post-retirement benefits for ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ as they may exist from time to time pursuant to terms of the plan. Notwithstanding the preceding to the contrary, should ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ work, in any capacity (as an employee, consultant, independent contractor, etc.) for Encoal, SGI or any of their affiliates at any time after the Closing, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ will not be considered a retiree of AEI and AEI shall not have any obligation to provide her with or any liability for any post-retirement benefits. Further, SGI shall have obtained full releases at Closing from all Employees of Encoal, releasing Sellers, AEI, ▇▇▇▇▇▇▇ and their respective affiliates, directors, officers, employees and agents, in a form satisfactory to Sellers (collectively, "Employee Releases").
4.2.2 SGI shall have taken the actions and made all of the following conditions:deliveries to be made by it pursuant to Sections 3.1.1 and 3.4;
(a) each of the 4.2.3 The representations and warranties of the Purchaser Entities set forth SGI contained in Article 6 Section 5 or elsewhere herein shall be true and correct in all respects on as of the date hereof and as of the Closing Date as though made on and as of the Closing Date; provided, with the same force however, that if any such representation and effect as though warranty is not qualified by a standard of materiality, such representations representation and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which warranty need only be true and correct on and as of such specified date);
(b) the Purchaser Entities in all material respects. SGI shall have duly performed and complied in all material respects with all agreements and covenants contained herein required by this Agreement to be performed by or complied with by such Purchaser Entities on it at or prior to the Closing Date;
(c) no Applicable Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreement;
(d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied;
(f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.
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Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or the waiver by Sellers, on at or prior to the Closing, Closing of the following conditionsconditions precedent:
(a) each of the representations and warranties of the Purchaser Entities set forth Buyer Parties contained in Article 6 IV shall be true and correct in all respects on the date hereof and on at and as of the Closing Date, Date (or such other date as may be specified therein) with the same force and effect as though such if those representations and warranties had been made or given on at and as of the Closing Date such time (other than those representations and warranties that refer with such exceptions, if any, necessary to a specified dategive effect to events or transactions expressly permitted herein), which need only except in each case, where such failure to be true and correct in all respects would not result in a Material Adverse Effect on and as of such specified date)the Retained Liabilities or Sellers;
(b) the Purchaser Entities Buyer Parties shall have performed and complied performed, in all material respects respects, all obligations and complied, in all respects, with all agreements and covenants required by this Agreement contemplated herein that are necessary to be performed by or complied with by it at or before Closing, except in each case, where such Purchaser Entities failure to perform and comply in all respects would not result in a Material Adverse Effect on the Retained Liabilities or prior to the Closing DateSellers;
(c) no Applicable Law all Required Consents of Buyer Parties shall have been enactedobtained and no Required Consent, enteredincluding without limitation the consents, promulgatedauthorizations, orders, permits and approvals described in Section 6.1(c), shall contain terms or conditions that, in the reasonable judgment of Sellers, will have a Material Adverse Effect on any Seller, or enforced, and no timing agreement with a Governmental Authority shall on any Seller's benefits to be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of obtained from the transactions contemplated by this Agreementherein;
(d) no suit, action or other proceeding by any Third Party Sellers shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreementhave received Buyers Certificates;
(e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable adjustment to the consummation of Purchase Price described in Section 2.4, if any, shall not have decreased the transactions contemplated unadjusted Purchase Price by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfiedmore than $14,000,000;
(f) The Purchaser Entities [intentionally omitted]
(g) [intentionally omitted]
(h) [intentionally omitted]
(i) Sellers shall have executed and delivered to Sellers an officer’s certificate, dated as received certificates of the Closing Date and substantially in the form of Exhibit G, certifying that the conditions insurance confirming Buyer Parties' initial compliance with their respective obligations set forth in Section 9.2(a7.7;
(j) Sellers shall have received all exemption certificates and other applicable documentation to be provided by Buyer Parties pursuant to Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers7.2; and
(gk) Each Purchaser Entity In the event Buyer Parties elect to waive the condition to Closing set forth in Section 6.2(n) and/or assign the right to purchase all (but not less than all) of the Conveyed Units and associated Customer Leases not eligible to be included in Buyers Financing to the Andersons, in accordance with Section 6.2(n), such assignment and the ramifications thereof, including but not limited to, regulatory consequences, shall be acceptable to Sellers and the Andersons shall purchase all such Conveyed Units and associated Customer Leases prior to or concurrently with the Closing.
(l) The Andersons shall have delivered (or be ready, willingto Sellers its notice of intention not to exercise the Option under, and able to deliver at shall have paid the Closing) to Sellers Option Fee required by, the documents and other items required to be delivered by such Purchaser Entity at terms of the ClosingPurchase Option Agreement.
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Conditions Precedent to Obligations of Sellers. The obligation obligations of Sellers under the Agreement to consummate the transactions transaction contemplated by this Agreement is hereby are subject to the satisfaction or the waiver by Sellers, on or prior to the Closing, of the following conditionsconditions precedent:
(a) each of the The representations and warranties of the Purchaser Entities set forth in Article 6 made by Buyer herein shall be true and correct in all material respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);Closing.
(b) All of the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required by provisions of this Agreement to be complied with and performed by Buyer at or before the Closing shall have been duly complied with by such Purchaser Entities on or prior to the Closing Date;and performed in all material respects.
(c) Sellers shall have delivered to Buyer a certificate, dated the Closing Date and executed by both Sellers, certifying to the fulfillment of the conditions specified in subparagraphs 10(a) and (b) above.
(d) On or before the Closing, no Applicable Law action or proceeding shall have been enactedinstituted before any court, entered, promulgated, governmental agency or enforced, and no timing agreement with a Governmental Authority shall be arbitrator to restrain or prohibit or to obtain material damages from Sellers in force respect to this Agreement or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions transaction contemplated by this Agreement;
(d) no suitherein, action which, in the opinion of Buyer or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking its counsel, makes it inadvisable to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement;consummate such transaction.
(e) if applicableBuyer shall have completed to its sole satisfaction a due diligence review of the Business.
(f) Since June 30, 2000, there shall have occurred no material adverse change in the properties, prospects or operations of AJE or in the quality and character of its customers and relations therewith or in the aggregate business volume done with customers of the Business.
(g) Sellers shall have obtained all consents required to be obtained by Sellers and shall have caused AJE to have obtained all consents required by AJE in order to execute, deliver and perform Sellers' obligations under this Agreement.
(h) Any and all liens and other encumbrances on the Assets shall have been duly disclosed to Buyer on Schedule 5(e) attached hereto.
(i) Sellers and AJE shall have executed and delivered all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable documents and instruments referred to herein as exhibits to this Agreement on terms mutually agreeable to the consummation of the transactions contemplated by this Agreement parties hereto and thereto.
(j) Buyer shall have expiredobtained all permits necessary, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received in Buyer's sole discretion, and any and all NJDEP permits or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (approvals, in form and substance satisfactory to SellersBuyer in Buyer's sole discretion, to own and operate the Business, including, without limitation, the properly executed documents allowing the transfer of ownership of AJE to Buyer with respect to AJE's New Jersey A-901 License.
(k) by or from All required governmental approvals with respect to this transaction, Buyer's ownership of the applicable Governmental Authorities Stock and (i) or (ii) AJE's operation of this paragraph the Business shall have been satisfied;obtained and shall not be subject to any condition(s) which, in the sole discretion of Buyer, is/are not acceptable.
(fl) The Purchaser Entities Sellers shall have executed provided Buyer with satisfactory evidence of environmental compliance, including the production of a Letter of Non-Applicability issued by the NJDEP with respect to operations conducted on the Real Property or the NFA/CNS, as is appropriate, with respect to ISRA.
(m) Sellers shall have provided Buyer with copies of all of AJE's submissions to NJDEP and copies of all communications received from NJDEP for the past three (3) years.
(n) Buyer and Sellers shall have completed all tasks and delivered to Sellers an officer’s certificate, dated as of all documents described on the Closing Date and substantially in the form of Checklist attached hereto as Exhibit G, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled and, if applicable, any exceptions to such conditions that have been waived by Sellers; and
(g) Each Purchaser Entity shall have delivered (or be ready, willing, and able to deliver at the Closing) to Sellers the documents and other items required to be delivered by such Purchaser Entity at the Closing.A.
Appears in 1 contract
Sources: Stock Purchase Agreement (Phoenix Waste Services Co Inc)