CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, except to the extent that Buyer may waive any one or more thereof. (a) The representations and warranties of CBSI shall be true on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. CBSI shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing. (b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova. (c) On the Closing Date: (i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and (ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby. (d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova. (e) All actions contemplated by Section 3.2 shall have been taken. (f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof. (g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c). (h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder. (i) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent of the other party or parties to any such contract if required.
Appears in 1 contract
Sources: Agreement for the Exchange of Shares (Complete Business Solutions Inc)
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of Buyer under this Agreement Buyer's obligation to consummate the transactions contemplated hereunder are described in this agreement is subject to the fulfillment, at or prior to or at the Closingclosing, of each of the following conditions, except to conditions (any of which may be waived in writing by the extent that Buyer may waive any one or more thereof.Buyer):
(a) The all representations and warranties of CBSI Sellers under this agreement shall be true on and correct in all respects at and as of the Closing Date with the same effect as if such though those representations and warranties had been made on again at and as of the Closing Date. CBSI that time, except for any breach or inaccuracy of such representations and warranties that would not have a Material Adverse Effect (defined below);
(b) Sellers shall have performed and complied with all agreements obligations, covenants and conditions required by this Agreement agreement to be performed or complied with by it Sellers prior to or at the Closing. Since closing, and the date circumstances disclosed in item (a) of schedule 4.6 shall not reasonably be expected to cause a Material Adverse Effect;
(c) on or before November 30, 2002, the Bankruptcy Court shall have entered an order (the "Bidding Procedures Order") in substantially the form of exhibit 7.1(c) approving the auction and bidding procedures (including the Break-Up Fee and Expense Reimbursement referred to in section 6.6) included in Sellers' motion to the Bankruptcy Court for approval of the transactions contemplated herein;
(d) on or before December 27, 2002, the Bankruptcy Court shall have entered an order (the "Sale Approval Order"), authorizing, among other things, the sale of the Assets to the Buyer in accordance with the terms and conditions of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition agreement pursuant to sections 363(b) and (financial or otherwisef) of Synovathe Bankruptcy Code (including a finding that the Buyer is a "good faith" purchaser entitled to the protections of section 363(m) of the Bankruptcy Code), other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance reasonably satisfactory to BuyerBuyer and the Banks, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI and Sellers shall have delivered a copy thereof to Buyer the resignation from office of all officers and directors of Synova.Buyer;
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, Bidding Procedures Order and all documents incident thereto, the Sale Approval Order shall be reasonably satisfactory in form full force and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder.
(i) All material contracts being performed by Synova on and effect as of the Closing Date, and each such order shall not have been reversed, stayed, modified or amended as of the Closing Date;
(f) the Buyer shall have obtained financing for the Purchase Price of the Assets pursuant to section 6.1;
(g) the Sellers shall have delivered a certificate pursuant to section 6.5 reasonably certifying that the Sellers' Working Capital as of December 31, 2002 will be at least $19,637,000;
(h) the accrued and unpaid professional fees and expenses and the costs of administration of Sellers' bankruptcy proceeding through the Closing Date accrued as of the Closing Date, together with respect to which Synova is all other professional fees and expenses of Sellers and costs of administration of the Case paid after September 30, 2002 under procedures approved by the Bankruptcy Court, shall not a party, exceed $1,850,000; and
(i) the Buyer shall have been assigned furnished with a certificate of an officer of Tandycrafts, on behalf of Tandycrafts, dated the Closing Date, in form and substance reasonably satisfactory to Synovathe Buyer, with certifying to the consent fulfillment of the conditions set forth in this section 7.1 (other party or parties to any such contract if requiredthan section 7.1(f)).
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The All obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, at the option of the Buyer, at or prior to or at the date of the Closing, of each of the following conditions, except to the extent that Buyer may waive any one or more thereof.:
(a) The representations and warranties of CBSI the Sellers and the Sole Shareholders herein contained shall be true on and as of the Closing Date date of the Closing, with the same force and effect as if such representations and warranties had been though made on and as of said date, except as affected by transactions contemplated hereby.
(b) The Sellers and the Closing Date. CBSI Sole Shareholders shall have performed all of their obligations and agreements and complied with all agreements and conditions required by of the covenants contained in this Agreement to be performed or and complied with by it them prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(bc) CBSI The Buyer shall have obtained and deliveredreceived a certificate of the Sellers, or caused Synova to obtain and deliverexecuted by its President, to Buyer all dated the consents listed in Schedule 4.4date of the Closing, which consents shall be in form and substance satisfactory to BuyerFLK&S, unless certifying as to the failure to obtain any such consent would not have a material adverse effect on fulfillment of the business, properties, results matters mentioned in paragraphs (a) and (b) of operations or financial or other condition of Synovathis Section 11.
(cd) On The Buyer shall have received evidence, reasonably satisfactory to the Closing DateBuyer and FLK&S, that all of the consents set forth in Schedule 7.4 hereto, if any, have been duly obtained, and that all permits, licenses, patents, franchises, contracts and other authorizations necessary to the operation of Sellers' business and described in Schedule 1.1 hereto and that are transferable, have been transferred to or issued to the Buyer.
(e) Chesser, Wingard, Barr, Whitney, Flowers and Fleet, P.A. ("CWBWFF"), counsel to the Sellers and the Sole Shareholders, shall have delivered to Buyer, an opinion, dated the date of the Closing, in form and substance satisfactory to FLK&S, to the following effect:
(i) there shall be no injunctionThe Sellers are corporations duly organized, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue validly existing and in good standing under the business or a portion of its business as a result laws of the consummation States of any of the transactions contemplated herebyFlorida and Alabama, or imposes a finerespectively, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; andwith all requisite corporate power and authority to own, operate and lease their properties and assets;
(ii) there shall be no suitSellers have all requisite power to execute and perform their obligations under this Agreement;
(iii) The execution, delivery and performance by the Sellers of this Agreement (a) has been duly authorized by all necessary action of Sellers and the Sole Shareholders, (b) does not violate any provision of law and (c) to the best of CWBWFF's knowledge, will not result in a breach in, or constitute a default under, any indenture, agreement or other proceeding instrument to which the Sellers are party or by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova which Sellers or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.their properties or assets are bound;
(div) CBSI shall have This Agreement has been duly executed and delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code Sellers and the regulations promulgated thereunder.
(i) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent of the other party or parties to any such contract if required.Sole
Appears in 1 contract
Sources: Asset Purchase Agreement (Hanger Orthopedic Group Inc)
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The All obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, at or prior to or at the ClosingClosing Date, of each of the following conditions, except to which conditions may be waived only by the extent that Buyer may waive any one or more thereof.Buyer:
(a) The representations and warranties of CBSI the Seller herein contained shall be true on and correct as of the date hereof and shall continue to be true and correct as of the Closing Date with the same force and effect as if such though made as of the Closing Date except as otherwise contemplated by this Agreement and for any representations and warranties had been made on that speak as of a specific date.
(b) The Seller shall have performed or complied with all the obligations, agreements and covenants herein contained to be performed by them prior to or as of the Closing Date. CBSI shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On The Seller shall have delivered to the Closing DateBuyer the items set forth in Section 8(a).
(d) No action, suit or proceeding by or before any court or any governmental or regulatory authority shall have been commenced, and no investigation by any governmental or regulatory authority shall have been commenced, seeking to restrain, prevent or change the transactions contemplated hereby or seeking judgments against the Seller awarding substantial damages which would materially impact the transactions contemplated hereby.
(e) Buyer and Seller entering into a five (5) year lease with two (2) four (4) year options relative to Buyers use of that portion of the building owned by the Seller located at 56 Hudson Street, Northbo▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the Building) currently occupied by Sellers operation and storage (the Leased Area) on terms reasonably acceptable to Buyer, which lease shall contain the following terms and conditions:
(i) there The annual rent for the Leased Area during the first year of the lease shall be no injunction, restraining order or order $66,836.00. The rent shall increase each year by a factor of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result more than two (2%) percent of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; andprevious years rent;
(ii) there The Seller shall be no suitresponsible for the payment of the cost of heat and electrical service to the Leased Area so long as the business conducted is substantially similar to the business presently operated by the Seller;
(iii) The Buyer shall be responsible for and shall pay a pro rata portion (based on square footage) of any increase in real estate taxes assessed to the property of which the Leased Area is a part over and above the real estate taxes assessed for fiscal 1998;
(iv) The Buyer shall be provided a right to add additional area in the Building to the Leased Area (as same becomes available as the leases for the tenants existing as of the Closing Date expire or said tenants otherwise vacate the Building) upon the same terms and conditions (with additional rent based on pro rata square foot rent) as set forth in the lease between Buyer and Seller;
(v) Buyer, action or other proceeding at its cost, shall have the right to make improvements and alterations to the Leased Area in accordance with all applicable laws and regulations, including additions to the Building on land of the Seller, subject to Sellers reasonable review and approval, as may be deemed necessary by Buyer for the conduct of Buyers business.
(vi) Buyer shall be granted by Seller an option to purchase the Building and all land associated therewith, together with an approximately 15,000 square foot parcel of land opposite the Building and currently used for parking, for a total purchase price of $500,000.00, plus the unamortized portion of any person pending before any court or governmental agency, or threatened capital repairs and improvements made to the building by Seller during the term of the lease having an original cost of not less than $10,000.00. The conveyance of the parking area parcel shall be subject to an adequate right of way to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any established by mutual agreement of the parties hereto or against any director or officer adequate to provide Seller access to the remaining land of Synova or any Seller northerly of its Affiliates, in connection with the consummation of any transaction contemplated hereby.parking area;
(dvii) CBSI The option to purchase referred to above shall have delivered include the option to purchase the two lots northerly of 56 Hudson Street, Northbo▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, being shown on Northborough Assessors Map 67 as Lots 17 and 18 (the Lots). In the event Buyer exercises the resignation from office option to purchase the Lots, the purchase price shall be determined by each party obtaining an MAI appraisal of all officers the Lots for the highest and directors best permitted use and, provided the appraisals are within fifteen (15%) percent of Synova.
each other, the appraisal values shall be averaged to determine the purchase price. If the appraisals are more than fifteen (e15%) All actions contemplated percent apart, the appraisers shall retain a third appraiser (which cost shall be shared by the Buyer and the Seller) and the results of the three appraisals will be compared so that the two appraisals closest in value will be averaged to determine the purchase price. The option to purchase the Lots may not be exercised without simultaneously exercising the option contained in Section 3.2 shall have been taken14(e)(vi).
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel entering into a mutually acceptable non-exclusive manufacturing/sales agreement for Buyer all records to market and documents relating sell the Transducer Devices manufactured by Valpey-Fisher, which agree▇▇▇▇ ▇▇▇▇▇ ▇nclude discount purchase price from published list price based on volume and delivery scheduling and pricing on custom designs on terms equivalent to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.most favored offered to any customer; and
(g) CBSI shall have duly adopted Buyer obtaining conventional term financing from a plan lending institution in an amount of reorganization in accordance with not less than $1,000,000.00, on terms and in satisfaction of Treasconditions reasonably acceptable to the Buyer. Reg. ss.1.368-1(c).
(h) The Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification agrees to use its best efforts to cause each of the exchange of shares conditions set forth in Section 2.1 herein as a nontaxable transaction pursuant 14 to the provisions of Section 355 of the Code and the regulations promulgated thereunderbe satisfied on or before August 3, 1998.
(i) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent of the other party or parties to any such contract if required.
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The ---------------------------------------------------- obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or at the Closing, of each following conditions:
(a) There shall not have been any breach of the following conditionsrepresentations, warranties, covenants and agreements of the Sellers or the Acquired Company contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties shall be true at all times on and before the Closing as if given at such times, except to the extent that Buyer may waive any one such representation or more thereofwarranty is expressly stated to be true as of some other time.
(ab) The representations Sellers and warranties of CBSI shall be true on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. CBSI Acquired Company shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it them prior to or at the ClosingClosing Date. Since All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the date of this Agreement, there Buyer.
(c) There shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova), other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and deliveredbusiness, or caused Synova to obtain and deliverassets, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the businessliabilities, properties, results of operations operations, or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result earnings of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated herebyAcquired Company.
(d) CBSI There shall have delivered to Buyer be no outstanding actions or threats of action by any party that may materially adversely effect the resignation from office condition (financial or otherwise), business, assets, liabilities, properties, results of all officers and directors operations, or earnings of Synovathe Acquired Company.
(e) All actions contemplated by Section 3.2 The Buyer and ABT shall have received certificates dated the Closing Date and signed by the Sellers and the Acquired Company, certifying that the conditions specified in subsections (a), (b), (c) ands (d) above have been takenfulfilled, except to the extent that any nonfulfillment was disclosed in writing to the Buyer prior to the Closing Date.
(f) All proceedings, corporate The Acquired Company and the Sellers shall have obtained and delivered to the Buyer and ABT any required consents or otherwise, approvals of any third parties whose consent is required to be taken by CBSI in connection with the transactions contemplated by this Agreementhereunder.
(g) The Buyer shall have received originals or certified copies, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made availablethe Buyer, or caused Synova to make available, to counsel for Buyer of all records and such corporate documents relating to of the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Acquired Company as the Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding reasonably require, including without limitation the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder.
following: (i) All material contracts being performed by Synova on the Articles of Organization of ▇▇▇▇▇ Oregon and all amendments thereto and restatements thereof certified as of a recent date by the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent Secretary of State of the other party or parties to any such contract if required.State of Oregon;
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer under this Agreement to consummate the transactions contemplated hereunder are hereby and in the Operating Agreement is additionally subject to the fulfillment, prior to satisfaction or at waiver on or before the Closing, of each Closing Date of the following conditions, except to the extent that Buyer may waive any one or more thereof.conditions precedent:
(a) The All representations and warranties of CBSI Hardy, the Company and the Seller contained herein shall be true on and correct as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties had been made on and are as of the Closing Date. CBSI another date, in which case, such representations and warranties shall have performed be true and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. Since the date correct as of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, such other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closingdate.
(b) CBSI Hardy and the Seller shall have obtained performed in all material respects, all of their respective obligations and deliveredagreements, and complied in all material respects with all covenants and conditions, contained in this Agreement.
(c) All consents, approvals and other actions by, all notices to any Person and all notices and all filings with all Governmental Authorities that are required to have been obtained, taken or caused Synova made to obtain consummate the transactions contemplated by this Agreement, the Operating Agreement and deliverthe Conversion shall have been obtained, to Buyer all the consents listed in Schedule 4.4undertaken or made, which consents shall be in form except for such consents, approvals, notices and substance satisfactory to Buyerfilings, unless the failure to obtain any such consent which would not have a material adverse effect on the business, properties, results of operations Company or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova Hardy Brand after giving effect to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on hereby and by the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated herebyOperating Agreement.
(d) CBSI Prior to the Closing, no event shall have delivered occurred or failed to Buyer occur, which occurrence, or failure to occur, as the resignation from office case may be, has had or is reasonably likely to have a material adverse effect on the Hardy Brand or any of all officers and directors of Synovathe Existing Licenses.
(e) All actions contemplated by Section 3.2 The Buyer shall have been takenreceived satisfactory evidence of transfer of the Hardy Brand from Hardy Life to the Company.
(f) All proceedings, corporate The Seller shall have delivered or otherwise, cause to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating delivered to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereofBuyer a duly executed certificate representing the Interest.
(g) CBSI Hardy shall have delivered or cause to be delivered, on his behalf and on behalf of the Seller, as applicable, to the Buyer a duly adopted a plan executed counterpart of reorganization in accordance with the (i) Consulting Services Agreement, (ii) the Escrow Agreement (iii) the Pledge Agreement and in satisfaction of Treas. Reg. ss.1.368-1(c)(iv) all other Transaction Documents.
(h) Buyer Hardy shall have received an opinion of Butzel Long satisfactory in both form and substance regarding caused to be delivered the qualification signature pages of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant Seller and all signatories to the provisions of Section 355 of the Code and the regulations promulgated thereunderOperating Agreement, other than Iconix.
(i) All material contracts being performed by Synova on and as Hardy shall have delivered or caused to be delivered to the Buyer evidence to the Buyer’s reasonable satisfaction of the Closing Date, termination and satisfaction of the Company’s obligations pursuant to the Bank Debt.
(j) Hardy shall have delivered or caused to be delivered to the Buyer evidence to the Buyer’s reasonable satisfaction of the release of any Liens of record on or with respect to which Synova is not a party, shall have been assigned to Synova, with the consent Hardy Brand and any other assets of the other party or parties to any such contract if requiredCompany.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Iconix Brand Group, Inc.)
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer under this Agreement to consummate the transactions contemplated hereunder are Closing is subject to the fulfillment, on or prior to or at the ClosingClosing Date, of each of the following conditionsconditions (any or all of which may be waived by the Buyer):
(a) The Buyer shall have received each of the Seller deliverables described in Section 2.4(a).
(b) Since the Execution Date, no Material Adverse Effect with respect to the Seller or the Project Company shall have occurred and be continuing, and no fact or circumstance shall exist that, with the passage of time, would reasonably be expected to constitute such a Material Adverse Effect.
(c) As of the Closing Date, no Proceeding shall have been instituted or threatened in writing by any Governmental Authority that seeks to impair, restrain, prohibit or invalidate the transactions contemplated by this Agreement.
(d) The representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects as of the Closing Date, except to the extent that Buyer may waive any one or more thereof.
(a) The representations and warranties of CBSI shall be true on and as of the Closing Date with the same effect as if such representations and warranties had been are by their express terms made on and as of the Closing Date. CBSI date of this Agreement or another specific date (in which case, such representations and warranties shall be true and correct as of such date).
(e) The Seller shall have performed and complied in all material respects with all obligations, agreements and conditions covenants required by this Agreement to be performed or and complied with by it prior to or at the Closing. Since the date Seller as of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, Test power from the Project shall not have been synchronized to be taken by CBSI in connection with the transactions contemplated by this Agreementlocal power grid, and all documents incident thereto, such testing and synchronization shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel scheduled for Buyer all records and documents relating to a date that is estimated within five (5) Business Days following the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereofClosing Date.
(g) CBSI IID shall have duly adopted a plan delivered its consent under the PPA to the Transactions and under the Interconnection Agreement to the assignment of reorganization the Interconnection Agreement by Ormat Nevada to the Project Company, each in accordance with form and in satisfaction of Treas. Reg. ss.1.368-1(c)substance reasonably satisfactory to Buyer.
(h) Buyer None of the assets or properties of the Project Company shall have received an opinion of Butzel Long satisfactory been “placed in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunderservice” for U.S. federal income tax purposes.
(i) All material contracts being performed by Synova Those items identified as items to be completed prior to Closing on and as of the Closing Date, with respect to which Synova is not a party, IE Schedule attached hereto shall have been assigned completed to Synova, with the consent of the other party or parties to any such contract if requiredBuyer’s reasonable satisfaction.
Appears in 1 contract
Sources: Membership Interest Purchase and Sale Agreement (Ormat Technologies, Inc.)
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of Buyer under this Agreement Buyer's obligation to consummate the transactions contemplated hereunder are purchase under this agreement is subject to the fulfillment, at or prior to or at the Closingclosing, of each of the following conditions, except to conditions (any of which may be waived in writing by the extent that Buyer may waive any one or more thereof.
Buyer): (a) The all representations and warranties of CBSI the Seller under this agreement shall be true on at and as of the Closing Date time of the closing with the same effect as if such though those representations and warranties had been made on again at and as of that time, except to the Closing Date. CBSI extent any failure to be true results from the operations of the Stations and BMS by Buyer during the term of the LMA Agreement and with such exceptions as do not have a material adverse effect on the operations or business of the Stations and BMS taken as a whole; (b) the Seller shall have performed and complied in all material respects with all agreements obligations, covenants and conditions required by this Agreement agreement to be performed or complied with by it prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
closing; (c) On the Closing Date:
Commission shall have given all requisite approvals and consents, without any condition or qualification materially adverse to the Buyer or the operations of the Stations and BMS taken as a whole, to the assignment of the FCC Licenses to the Buyer and the acquisition of control of the Stations and BMS by the Buyer as provided in this agreement and such approvals shall have become a Final Order (ias defined below); (d) the Seller shall have duly received, without any condition materially adverse to the Buyer, all consents and approvals referred to in schedule 7.1(d); (e) there shall not be no injunction, in effect an in junction or restraining order or order of any nature issued by any a court of competent jurisdiction which directs that this Agreement in an action or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of proceeding against the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreementagreement; and (f) the Buyer shall have been furnished with a certificate of an officer of the Seller, and all documents incident theretodated the Closing Date, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating reasonably satisfactory to the business and affairs of SynovaBuyer, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding certifying to the qualification fulfillment of the exchange of shares conditions set forth in Section 2.1 herein as a nontaxable transaction pursuant to sections 7.1(a) and (b). For the provisions purpose of Section 355 of this agreement, "Final Order" means action by the Code and the regulations promulgated thereunder.
Commission (ia) All material contracts being performed by Synova on and as of the Closing Datewhich has not been vacated, reversed, stayed, set aside, annulled or suspended, (b) with respect to which Synova no appeal, request for stay, or petition for rehearing, reconsideration or review by any party or by the Commission on its motion, is not a partypending, shall have been assigned and (c) as to Synovawhich the time for filing any such appeal, with request, petition, or similar document for the consent reconsideration or review by the Commission on its own motion under the express provisions of the other party Communications Act of 1934 and the rules and regulations of the Commission, has expired (or parties to if any such contract if requiredappeal, request, petition or similar document has been filed, a Commission order has been upheld in a proceeding pursuant thereto and no additional review or reconsideration may be sought).
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of Buyer under this Agreement Buyer's obligation to consummate the transactions contemplated hereunder are purchase of the Stock under this agreement is subject to the fulfillment, at or prior to or at the Closingclosing, of each of the following conditions, except to conditions (any of which may be waived in writing by the extent that Buyer may waive any one or more thereof.
Buyer): (a) The all representations and warranties of CBSI the Sellers under this agreement shall be true on at and as of the Closing Date time of the closing with the same effect as if such though those representations and warranties had been made on again at and as of that time (without regard to any materiality qualification contained in or otherwise applicable to such representations and warranties), with such exceptions as do not and could not reasonably be expected to in the Closing Date. CBSI aggregate have a Material Adverse Effect; (b) the Company and the Sellers shall have performed and complied in all material respects with all agreements obligations, covenants and conditions required by this Agreement agreement to be performed or complied with by it them prior to or at the Closing. Since closing (in each case without regard to any materiality qualifications in such obligations, covenants and conditions); (c) the date Commission shall have given all requisite approvals and consents relating to the sale of the Stock (the "FCC Approvals"), without any condition or qualification which has, had or which reasonably could be expected to have a Material Adverse Effect and such approvals shall have become a Final Order (as defined below); (d) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreementagreement shall have expired or been terminated; (e) the Sellers shall have duly received, there without any condition which has, had or which reasonably could be expected to have a Material Adverse Effect, all consents and ap- provals referred to in schedule 7.1(e); (f) all Liens on the Stock or the assets of the Company, or the Stations, including the Lenders', shall have been no material adverse change released; (g) there shall not be in effect an in- junction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the businessconsummation of the transactions contemplated by this agreement; (h) the Sellers shall have delivered to Buyer the certificates, operationsopinions and documents set forth in section 8.1; (i) the Indemnity Escrow Agreement and the Working Capital Escrow Agreement (and the Litigation Escrow Agreement, results if required by section 10.3) shall have been executed and delivered by the parties thereto and shall be in full force and effect; (j) the consolidated tax return for the Company for the year ended October 31, 1996 shall have been filed; and (k) the Buyer shall have been furnished with a certificate of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and deliveredeach of the Sellers, or caused Synova to obtain and deliverdated the Closing Date, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in certifying to the restraint or prohibition fulfillment of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares conditions set forth in Section 2.1 herein as a nontaxable transaction pursuant to sections 7.1(a) and (b). For the provisions purpose of Section 355 of this agreement, "Final Order" means action by the Code and the regulations promulgated thereunder.
Commission (ia) All material contracts being performed by Synova on and as of the Closing Datewhich has not been vacated, reversed, stayed, set aside, annulled or suspended, (b) with respect to which Synova no appeal, request for stay, or petition for rehearing, reconsideration or review by any party or by the Commission on its motion, is not a partypending, shall have been assigned and (c) as to Synovawhich the time for filing any such appeal, with request, petition, or similar document for the consent reconsideration or review by the Commission on its own motion under the express provisions of the other party Communications Act of 1934 and the rules and regulations of the Commission, has expired (or parties to if any such contract if requiredappeal, request, petition or similar document has been filed, a Commission order has been upheld in a proceeding pursuant thereto and no additional review or reconsideration may be sought).
Appears in 1 contract
Sources: Stock Purchase Agreement (Ml Media Opportunity Partners L P Et Al)
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer under this Agreement to consummate the transactions contemplated hereunder are by this Agreement is subject to the fulfillment, on or prior to or at the ClosingClosing Date, of each of the following conditions, except conditions precedent (any or all of which may be waived in writing by the Buyer in whole or in part to the extent that Buyer may waive any one or more thereof.permitted by applicable Law):
(a) The representations (i) the Company Fundamental Representations (other than those contained in Section 2.21) and warranties of CBSI the representation and warranty contained in Section 2.7(b) shall be true on and correct in all respects, in each case as of the date hereof and as of the Closing Date with the same effect as if (except for such representations and warranties had been made on only as of a specified date, which shall be true and correct as of the specified date), other than de minimis inaccuracies; (ii) the representations and warranties of the Company contained in Section 2.21 shall be true and correct in all respects, in each case as of the date hereof and as of the Closing DateDate (except for such representations and warranties made only as of a specified date, which shall be true and correct as of the specified date), except where the failure of any of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to be material to the Business; and (iii) all other representations and warranties of the Company contained in Article II shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications), in each case as of the date hereof and as of the Closing Date (except for such representations and warranties made only as of a specified date, which shall be true and correct as of the specified date), except where the failure of any of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. CBSI REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(b) the Company shall have performed and complied in all material respects with all obligations and agreements and conditions required by in this Agreement and the other Company Documents to be performed or complied with by it on or prior to the Closing Date;
(c) the representations and warranties of Olive and Holdco contained in Article III shall be true and correct in all respects, in each case as of the date hereof and as of the Closing Date (except for such representations and warranties made only as of a specified date, which shall be true and correct as of the specified date), except for inaccuracies that would not reasonably be expected to impair the Seller’s ability to consummate the transactions contemplated hereby;
(d) each of Olive and Holdco shall have performed and complied in all material respects with all obligations and agreements required in this Agreement and the other Seller Documents to be performed or at complied with by it on or prior to the Closing. Since Closing Date;
(e) since the date of this Agreement, there shall not have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating occurred a Material Adverse Effect that is continuing to matters within the control of Buyer as an officer or director of Synova prior to Closing.exist;
(bf) CBSI the Company and the Seller shall have obtained delivered to the Buyer each of the documents required to be delivered by either of them pursuant to Section 1.5(a) and deliveredSection 1.5(b), or caused Synova respectively, and Holdco shall have executed and delivered to obtain and deliverthe Buyer the Holdco Joinder promptly following its incorporation; and
(g) the Company shall have delivered to the Buyer documentation, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance reasonably satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in evidencing that the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 Restructuring Transactions shall have been takencompleted.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder.
(i) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent of the other party or parties to any such contract if required.
Appears in 1 contract
Sources: Limited Liability Company Interest Purchase Agreement (Oxford Immunotec Global PLC)
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The ---------------------------------------------------- obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or at the Closing, of each following conditions:
(a) There shall not have been any breach of the following conditionsrepresentations, warranties, covenants and agreements of the Sellers or the Acquired Company contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties shall be true at all times on and before the Closing as if given at such times, except to the extent that Buyer may waive any one such representation or more thereofwarranty is expressly stated to be true as of some other time.
(ab) The representations Sellers and warranties of CBSI shall be true on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. CBSI Acquired Company shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it them prior to or at the ClosingClosing Date. Since All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the date of this Agreement, there Buyer.
(c) There shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova), other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and deliveredbusiness, or caused Synova to obtain and deliverassets, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the businessliabilities, properties, results of operations operations, or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result earnings of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated herebyAcquired Company.
(d) CBSI There shall have delivered to Buyer be no outstanding actions or threats of action by any party that may materially adversely effect the resignation from office condition (financial or otherwise), business, assets, liabilities, properties, results of all officers and directors operations, or earnings of Synovathe Acquired Company.
(e) All actions contemplated by Section 3.2 The Buyer and ABT shall have received certificates dated the Closing Date and signed by the Sellers and the Acquired Company, certifying that the conditions specified in subsections (a), (b), (c) ands (d) above have been takenfulfilled, except to the extent that any nonfulfillment was disclosed in writing to the Buyer prior to the Closing Date.
(f) All proceedings, corporate The Acquired Company and the Sellers shall have obtained and delivered to the Buyer and ABT any required consents or otherwise, approvals of any third parties whose consent is required to be taken by CBSI in connection with the transactions contemplated by this Agreementhereunder.
(g) The Buyer shall have received originals or certified copies, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer, of all such corporate documents of the Acquired Company as the Buyer and CBSI shall have made availablereasonably require, or caused Synova to make available, to counsel for Buyer all records and documents relating to including without limitation the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.following:
(gi) CBSI shall have the Certificate of Incorporation of ▇▇▇▇▇ and all amendments thereto and restatements thereof certified as of a recent date by the Secretary of State of the State of New Jersey;
(ii) the By-laws of ▇▇▇▇▇ and all amendments thereto and restatements thereof certified as of the Closing Date by an officer of ▇▇▇▇▇;
(iii) certificate of existence of the Secretary of State of the State of New Jersey, certifying as of a recent date that the ▇▇▇▇▇ is duly adopted a plan of reorganization in accordance with organized, validly existing and in satisfaction good standing under the laws of Treas. Reg. ss.1.368-1(c).that State;
(iv) copies of the minutes and resolutions of the Board of Directors and stockholders of ▇▇▇▇▇ showing the authorization and approval by such Board of the execution and delivery by ▇▇▇▇▇ of this Agreement and of the agreements and instruments provided for herein and of the performance of the obligations of ▇▇▇▇▇ under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of ▇▇▇▇▇;
(v) a certificate of incumbency identifying the officers and directors of ▇▇▇▇▇ immediately before Closing;
(h) The Buyer shall have received an a written opinion of Butzel Long satisfactory in both form and substance regarding counsel for the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code Sellers and the regulations promulgated thereunder.
(i) All material contracts being performed by Synova on and Acquired Company dated as of the Closing Date, with respect to which Synova is not a party, in the form of EXHIBIT 9(H) hereto.
(i) The Acquired Company and the Sellers shall have been assigned executed and delivered to Synova, with the Buyer an assignment or consent to all of the other party leases described in SCHEDULE 4(K).
(j) The Sellers shall have executed and delivered to the Buyer the assignment or parties endorsement in favor of the Buyer of coverage under the insurance policies maintained by the Sellers covering the Acquired Company described to any such contract if requiredin SCHEDULE 4(Q) to this Agreement.
(k) The Buyer shall have received from each of the Sellers a Non- Competition Agreement in the form of EXHIBIT 3(E)
(1) attached hereto.
(l) The Buyer shall have received from each of the Sellers an Employment Agreement in the form of EXHIBIT 3(E)
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of Buyer under this Agreement Buyer's obligation to consummate the transactions contemplated hereunder are purchase under this agreement is subject to the fulfillment, at or prior to or at the Closingclosing, of each of the following conditions, except to conditions (any of which may be waived in writing by the extent that Buyer may waive any one or more thereof.Buyer): 29
(a) The all representations and warranties of CBSI the Seller under this agreement shall be true on at and as of the Closing Date time of the closing with the same effect as if such though those representations and warranties had been made on again at and as of that time, with such exceptions as do not in the Closing Date. CBSI aggregate have a material adverse effect on the operations or business of the Stations taken as a whole; (b) the Seller shall have performed and complied in all material respects with all agreements obligations, covenants and conditions required by this Agreement agreement to be performed per formed or complied with by it prior to or at the Closing. Since closing; (c) the date Commission shall have given all requisite approvals and consents, without any condition or qualification materially adverse to the Buyer or the opera tions of the Stations, to the assignment of the FCC Licenses to the Buyer and the acquisition of control of the Stations by the Buyer as provided in this Agreementagreement and such approvals shall have become a Final Order (as defined below); (d) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this agreement shall have expired or been terminated; (e) the Seller shall have duly received, without any condition materially adverse to the Buyer, all consents and approvals referred to in schedule 7.1(e); (f) there shall not be in effect an injunction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by this agreement; (g) the Buyer shall have been no material adverse change in the business, operations, results furnished with a certificate of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and deliveredthe Seller, or caused Synova to obtain and deliverdated the Closing Date, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to the Buyer, unless certifying to the failure fulfillment of the conditions set forth in sections 7.1(a) and (b); (h) no litigation, proceeding, or investigation of any kind shall have been instituted against the Seller or the Stations which would materially adversely affect the ability of Seller to obtain any such consent comply with the provisions of this agreement or would not have materially adversely affect the operation of the Stations taken as a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:whole;
(i) there Seller shall be no injunctionhave obtained, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein providedexecuted, compels or would compel Synova where necessary, and delivered, to dispose of or discontinue the business or a portion of its business as a result Buyer where applicable, all of the consummation of any of the transactions contemplated herebydocuments, or imposes a finereports, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened orders and statements required herein to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating it prior to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
closing; (g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(hj) Buyer shall have received an opinion affidavit of Butzel Long satisfactory in both form an officer of Seller sworn to under penalty of perjury, setting forth Seller's name, address and substance regarding Federal tax identification number and stating that such Seller is not a "foreign person" within the qualification meaning of Section 1445 of the exchange Internal Revenue Code of shares 1986, as amended; and (k) the Letter of Credit shall have been returned to Buyer. For the purpose of this agreement, "Final Order" means action by the Commission (a) which has not been vacated, reversed, stayed, set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder.
aside, annulled or suspended, (ib) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova no appeal, request for stay, or petition for rehearing, reconsideration or review by any party or by the Commission on its motion, is not a partypending, shall have been assigned and (c) as to Synovawhich the time for filing any such appeal, with request, petition, or similar document for the consent reconsideration or review by the Commission on its own motion under the express provisions of the other party Communications Act of 1934 and the rules and regulations of the Commission, has expired (or parties to if any such contract if requiredappeal, request, petition or similar document has been filed, a Commission order has been upheld in a proceeding pursuant thereto and no additional review or reconsideration may be sought).
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with Closing and perform its obligations under this Agreement to consummate the transactions contemplated hereunder Section 3.2 are conditional upon and subject to the fulfillmentsatisfaction, or the express written waiver by the Buyer, on or prior to or at the Closing, Long Stop Date of each of the following conditions:
(a) the Reorganization (which may be assisted by the Buyer as necessary) having been duly and timely completed in accordance with the Transaction Documents; and the Sellers having delivered to the Buyers a written certificate duly signed by an authorized officer of the Seller, dated as of the Closing Date, to the foregoing effect pursuant to Section 3.4(a);
(b) the Sellers having delivered to the Buyer an original counterpart (or certified true copy, if none of the Buyer or its Affiliates is a party to such agreement, document or instrument) of each of the execution versions of the Transaction Documents to which any of the Target Group Company is a party, duly executed by the Seller;
(c) the Sellers having delivered to Buyer 2013 audited report issued by qualified accounting firms designated by the Buyer;
(d) the purchase of the 50% of the equity interest in the Company by TNET from the Sellers having been duly completed in accordance with the Onshore SPA and TNET having been duly recorded by the relevant Governmental Authorities as the shareholder of the Company; and the Buyer has received from the competent Government Authority the Notice for Acceptance of the ISP Business License Change Filing under applicable administrative regulations;
(e) the Sellers having delivered to Buyer a power of attorney issued by Chengdu Everassion Equity Investment Fund Center (LP) authorizing CLOUD UP LIMITED to receive the purchase price on its behalf;
(f) all of the representations and warranties contained in Article V and Article VI being true, accurate and not misleading as of the date of this Agreement and/or as of the Closing Date (as applicable), except to the extent that Buyer may waive any one or more thereof.
(a) The representations and warranties of CBSI shall be true on and as of the Closing Date with the same effect as if such representations and warranties had been made on are expressly stated as of a different point in time, in which case such representations and warranties being true, accurate and not misleading as of such other point in time; and each of the Sellers having delivered to the Buyer a written certificate duly signed by an authorized officer of such Seller, dated as of the Closing Date. CBSI shall have , to the foregoing effect;
(g) each of the Sellers and the Target Group Companies having performed and complied with all agreements agreements, undertakings, obligations and conditions covenants required by this Agreement to be performed or complied with by it such Seller and/or the Target Group Companies, as applicable, on or prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.
(b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result ; and each of the consummation of any of Sellers having delivered to the transactions contemplated hereby, or imposes Buyer a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(ii) there shall be no suit, action or other proceeding written certificate duly signed by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or authorized officer of Synova or any of its Affiliatessuch Seller, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder.
(i) All material contracts being performed by Synova on and dated as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent foregoing effect; and
(h) the Buyer having received each of the other party or parties to any such contract if requiredclosing deliverables set forth in Section 3.4.
Appears in 1 contract
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder by this Agreement are subject to the fulfillment, on or prior to or at the ClosingClosing Date, of each of the following conditions, except to any of which may be waived in writing by the extent that Buyer may waive any one or more thereof.in its sole discretion:
(a) The the representations and warranties of CBSI made by the Sellers in this Agreement and in any Ancillary Document that are not qualified by “Material Adverse Effect” or other materiality qualifiers shall be true on and as of correct in all material respects;
(b) the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. CBSI Sellers shall have performed and complied in all material respects with all obligations and agreements and conditions required by in this Agreement to be performed or complied with by it the Sellers on or prior to or at the Closing. Since Closing Date;
(c) from the date of this Agreementhereof, there shall not have been no material adverse change occurred any Material Adverse Effect, nor will any event or events have occurred since the Effective Date that, individually or in the businessaggregate, operationswith or without the lapse of time, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing.will result in a Material Adverse Effect;
(bd) CBSI the Sellers shall have obtained and delivered, or caused Synova to obtain and deliverbe delivered, to the Buyer, all of the items set forth in Section 3.2;
(e) the Sellers have delivered, or caused to be delivered to the Buyer all consents required for the assignment of the Assigned Contracts, including, without limitation the LGM License Agreement;
(f) the Sellers have delivered, or caused to be delivered, to the Buyer all consents listed in Schedule 4.4, which consents shall be in form required for the assignment of each of the Trademark Sublicense Agreement and substance satisfactory the Manufacturing Know-How Sublicense Agreement to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Date:
(i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and
(iig) there the Sellers shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection have complied with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating to the business and affairs of Synova, which such counsel may reasonably request in connection with its review thereof.
(g) CBSI shall have duly adopted a plan of reorganization in accordance with and in satisfaction of Treas. Reg. ss.1.368-1(c).
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares sale process deadlines set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunderBidding Procedures Order.
(i) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent of the other party or parties to any such contract if required.
Appears in 1 contract
Sources: Asset Purchase Agreement
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The All obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, at the option of the Buyer, at or prior to or at the date of the Closing, of each of the following conditions, except to the extent that Buyer may waive any one or more thereof.:
(a) The representations and warranties of CBSI the Seller and the Shareholders herein contained shall be true on and as of the date of the Closing Date in all material respects , with the same force and effect as if such representations and warranties had been though made on and as of the Closing Date. CBSI shall have performed and complied with all agreements and conditions required said date, except as affected by this Agreement to be performed or complied with by it prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closingtransactions contemplated hereby.
(b) CBSI The Seller and the Shareholders shall have obtained performed all of their obligations and deliveredagreements in all material respects and complied with all of the covenants contained in this Agreement in all material respects to be performed and complied with by them prior to the date of the Closing.
(c) The Buyer shall have received a certificate of the Seller, or caused Synova executed by its President, dated the date of the Closing, in form and substance reasonably satisfactory to obtain FLK&S, certifying as to the fulfillment of the matters mentioned in paragraphs (a) and deliver(b) of this Section 11.
(d) The Buyer shall have received evidence, reasonably satisfactory to the Buyer and FLK&S, that all of the material consents listed set forth in Schedule 4.47.4 hereto, which consents if any, have been duly obtained, and that all material permits, licenses, patents, franchises, contracts and other authorizations necessary to the operation of Seller's business and described in Schedule 1.1 hereto and that are transferable, have been transferred to or issued to the Buyer.
(e) Thom▇▇▇▇, ▇▇ne & ▇lor▇ ("▇HF"), counsel to the Seller and the Shareholders, shall be have delivered to Buyer, an opinion, dated the date of the Closing, in form and substance satisfactory to BuyerFLK&S, unless to the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova.
(c) On the Closing Datefollowing effect:
(i) there shall The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to own, operate and lease its properties and assets;
(ii) Seller has all requisite power to execute and perform its obligations under this Agreement;
(iii) The execution, delivery and performance by the Seller of this Agreement (a) has been duly authorized by all necessary action of Seller and the Shareholders, (b) does not violate any provision of law and (c) to the best of THF's knowledge, will not result in a breach in, or constitute a default under, any indenture, agreement or other instrument to which the Seller is party or by which Seller or any of its properties or assets are bound;
(iv) This Agreement has been duly executed and delivered by Seller and the Shareholders. Assuming due execution by the Buyer, this Agreement constitutes the valid and binding obligation of the parties thereto enforceable in accordance with its terms, except as enforcement may be no injunctionlimited by bankruptcy, restraining order insolvency, reorganization or order similar laws affecting creditors' rights generally and general principals of equity;
(v) After reasonable investigation, the extent of which may be specifically set forth, THF is not aware of any nature issued action, suit or proceeding at law or in equity or by or before any government instrumentality or agency now pending or threatened against or affecting the ownership or operation of Seller's business, or any property or rights of Seller, except as set forth in Schedule 7.4 hereto;
(vi) To the best of THF's knowledge, the Seller is not in default with respect to any judgment, writ, injunction or decree of any court or government agency which affects the ownership or operation of competent jurisdiction which directs that this Agreement the business operated by Seller and the Seller is not in default in the performance, observance or fulfillment of any material transaction contemplated hereby shall not be consummated as herein providedobligation, compels covenant or would compel Synova to dispose of agreement by which it is bound or discontinue the business or a portion of its business as a result of the consummation of by which any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplatedPurchased Assets are affected; and
(iivii) there shall There is no Ohio law, regulation or ordinance affecting the Seller, Shareholders or the Purchased Assets which requires that creditors of the Seller be no suitnotified of the sale of the Purchased Assets. In giving such opinion, action or other proceeding by any person pending before any court or governmental agencysuch counsel may rely, or threatened as to be filed or initiatedmatters of fact, which, in the judgment upon certificates of officers of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby.
(d) CBSI shall have delivered to Buyer the resignation from office of all officers and directors of Synova.
(e) All actions contemplated by Section 3.2 shall have been taken.
(f) All proceedings, corporate or otherwise, to be taken by CBSI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and CBSI shall have made available, or caused Synova to make available, to counsel for Buyer all records and documents relating received a certificate of the Seller as to the business and affairs incumbency of Synova, which such counsel may reasonably request in connection with its review thereofofficers.
(g) CBSI shall Jeff ▇▇▇▇▇▇ ▇▇all have duly adopted a plan entered into the employment and non-competition agreement with Buyer substantially in the form of reorganization Exhibit B-1 hereto; Shar▇▇ ▇▇▇▇▇, ▇ick ▇▇▇▇▇▇, ▇att▇▇▇ ▇▇▇▇▇▇▇, ▇oe ▇▇▇▇▇▇ ▇▇▇ Kim ▇▇▇▇ ▇▇▇ll have entered into the employment and non-competition agreements with Buyer substantially in accordance with the form of Exhibit B-2 hereto; and Seller, Mead ▇▇ai▇▇ ▇▇d Greg ▇▇▇▇▇▇ ▇▇all have entered into the non-competition agreement in satisfaction the form of Treas. Reg. ss.1.368-1(c)Exhibit C hereto.
(h) Buyer shall have received an opinion of Butzel Long satisfactory in both form and substance regarding the qualification of the exchange of shares set forth in Section 2.1 herein as a nontaxable transaction pursuant to the provisions of Section 355 of the Code and the regulations promulgated thereunder.
(i) All material contracts being performed by Synova on and as of the Closing Date, with respect to which Synova is not a party, shall have been assigned to Synova, with the consent of the other party or parties to any such contract if required.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hanger Orthopedic Group Inc)