CONDITIONS PRECEDENT TO THE SELLERS Sample Clauses

CONDITIONS PRECEDENT TO THE SELLERS and Covenantors’ Obligations
View SourceView Similar (2)
CONDITIONS PRECEDENT TO THE SELLERS. OBLIGATIONS TO CLOSE. The Sellers' obligations to sell the Designated Assets and to take the other actions required to be taken by the Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Parent, in whole or in part, in writing):
View SourceView Similar (2)
CONDITIONS PRECEDENT TO THE SELLERS. OBLIGATION TO CLOSE 27 8.1. Accuracy of Representations; Purchaser’s Performance 27 8.2. Additional Documents 27 8.3. No Injunction 27 9. TERMINATION 27 9.1. Termination Events 27 9.2. Effect of Termination 28 10. INDEMNIFICATION; REMEDIES 28 10.1. Survival 28 10.2. Indemnification and Payment of Damages by Seller 29
View Source
CONDITIONS PRECEDENT TO THE SELLERS. Obligation to Sell the Company ------------------------------------------------------------------- Shares. The obligations of the Sellers to sell the Company Shares is subject to ------ the fulfillment prior to or at the Closing of the following conditions:
View Source
CONDITIONS PRECEDENT TO THE SELLERS. Obligation to Sell the Company ------------------------------------------------------------------- Shares. The obligations of the Sellers to sell the Company Shares is subject to ------ the fulfillment prior to or at the Closing of the following conditions: 9.1. The Buyer's Performance. There will not be any material error, ----------------------- misstatement, or omission in the representations and warranties made by the Buyer in this Agreement; all representations and warranties by the Buyer contained in this Agreement or in any written statement delivered by the Buyer to the Company or the Sellers pursuant to this Agreement will be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time (except (a) as contemplated by this Agreement and (b) to the extent, if any, the Company and the Sellers will waive the same); and the Buyer will have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement to be performed and complied with by the Buyer at or before the Closing.
View Source
CONDITIONS PRECEDENT TO THE SELLERS. AND THE COMPANY'S OBLIGATION TO CLOSE The Seller's obligation to sell the Shares in exchange for the Consideration and to take the other actions required to be taken by the Seller at the Closing and the Company's obligation to take the actions required to be taken by the Company at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller in whole or in part):
View Source
CONDITIONS PRECEDENT TO THE SELLERS. DUTY TO CLOSE Sellers shall have no duty to Close this transaction unless and until each and every one of the following conditions precedent have been fully and completely satisfied:
View Source
CONDITIONS PRECEDENT TO THE SELLERS. AND THE ACQUIRED COMPANY'S --------------------------------------------------------------- OBLIGATIONS. The obligations of the Sellers and the Acquired Company under this ----------- Agreement are subject to the following conditions: (a) There shall not have been any breach of the representations, warranties, covenants and agreements of the Buyer contained in this Agreement, and all such representations and warranties shall be true at all times at and before the Closing, except to the extent that any such representation or warranty is expressly stated to be true as of some other time. (b) The Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Sellers. (c) The Sellers shall have received a certificate dated the Closing Date and signed by the Buyer, certifying that the conditions specified in Paragraphs 10(a) and 10(b) above have been fulfilled. (d) The Sellers shall have received a written opinion of Snow ▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., counsel for the Buyer, dated as of the Closing Date, in the form of EXHIBITS EXHIBIT 10(D) hereto. (e) The Sellers shall have received originals or certified copies, reasonably satisfactory in form and substance to the Sellers, of the following corporate documents of the Buyer: (i) a certificate of existence certifying as of a recent date that the Buyer is a corporation in good standing under the laws of its state of incorporation; (ii) copies of the minutes and resolutions of the Board of Directors of the Buyer showing the authorization and approval by such Board of the execution and delivery by the Buyer of this Agreement and the agreements and instruments provided for herein and of the performance of the obligations of the Buyer under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of the Buyer; and (iii) a certificate of incumbency identifying the officers and directors of the Buyer immediately before Closing.
View Source
CONDITIONS PRECEDENT TO THE SELLERS. OBLIGATIONS ------------------------------------------------ Notwithstanding the execution and delivery of this Agreement or the performance of any part hereof, the Sellers' obligations to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the conditions set forth in this Article VIII, except to the extent that such satisfaction is waived by Sellers in writing.
View Source

Related to CONDITIONS PRECEDENT TO THE SELLERS

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.

  • Conditions Precedent to the Seller’s Obligations The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

  • Conditions Precedent to the Closing Date The obligations of each L/C Issuer and each Lender to make the initial Credit Extensions on the Closing Date (if any) shall, in each case, be subject to the following conditions: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by an Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Security Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Officer thereof authorized to act as an Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Milbank LLP, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit J; (vi) a certificate attesting to the compliance with clauses (d), (e), (f) and (h) of this Section 4.01 on the Closing Date from an Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, the Arrangers and the Administrative Agent and required to be paid on or prior to the Closing Date pursuant to Agency Fee Letter shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such fees or expenses not expressly set forth in the Agency Fee Letter have been have been invoiced not less than three business days prior to the Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 hereof shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (e) There has been no change, occurrence or development since September 30, 2020 that could reasonably be expected to have a Material Adverse Effect. (f) At the time of and immediately after giving effect to the Transactions, no Default shall have occurred and be continuing. (g) [Reserved]. (h) Prior to or substantially concurrently with the Closing Date, (i) the 2026 Senior Secured Notes shall have been issued and (ii) the Existing Credit Agreement shall have been paid off in full and terminated and all liens thereunder shall have been released pursuant to a customary payoff letter reasonably satisfactory to the Administrative Agent.

  • Conditions Precedent to the Loan The obligation of the Lender to make the Loan on the Closing Date is subject to the fulfillment, to the satisfaction of the Lender, of all of the following conditions precedent in addition to the conditions specified in Article II: (a) Borrower shall have executed and delivered to the Lender the Note, dated the Closing Date. (b) Lender shall have received on or before the Closing Date an executed copy of: (i) a certificate of Borrower, dated the Closing Date, substantially in the form set forth in Exhibit L hereto together with the attachments specified therein; (ii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge LLP, counsel to Borrower, dated the Closing Date, substantially in the form of Exhibit M hereto and otherwise in form and substance satisfactory to the Lender; (iii) an opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel of Borrower , dated the Closing Date, substantially in the form of Exhibit N hereto and otherwise in form and substance satisfactory to the Lender. (iv) an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & Anasasi, LLP, counsel of Borrower, dated the Closing Date, substantially in the form of Exhibit O hereto and in form and substance satisfactory to the Lender. (c) Borrower shall have delivered to the Lender a certificate, dated the Closing Date, of a Senior Officer of Borrower (the statements made in which shall be true and correct on and as of the Closing Date): (i) attaching copies, certified by such officer as true and complete, of Borrower’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the Board of Directors of Borrower authorizing and approving the execution, delivery and performance by Borrower of this Agreement, the other Transaction Documents and the transactions contemplated herein and therein; (iii) setting forth the incumbency of the officer or officers of Borrower who have executed and delivered this Agreement and the other Transaction Documents including therein a signature specimen of each such officer or officers; and (iv) attaching copies, certified by such officer as true and complete, of certificates of the appropriate Governmental Authority of the jurisdiction of formation, stating that Borrower is in good standing under the laws of such jurisdiction. (d) Borrower shall have executed and delivered to the Lender the Loan Documents and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to the Lender. (e) Borrower shall have executed and delivered to the Lender the Warrant Agreement. (f) The Transaction Documents shall be in full force and effect. (g) The Lender shall have received all fees and expenses due and payable to the Lender on the Closing Date under this Agreement and the other Transaction Documents. (h) No event shall have occurred and be continuing that constitutes a Default or an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event will occur or will have occurred by reason of the Loan. (i) The representations and warranties made by Borrower in Article VIII hereof and in the other Transaction Documents shall be true and correct as of the Closing Date, before and after giving effect to the Loan. (j) Borrower shall have delivered to the Lender true copies of the License Agreements certified by an officer of Borrower, including all amendments, supplements or other modifications thereto, and each License Agreement and amendment, supplement or other modification thereto shall be in full force and effect. (k) All filings, recordings and other actions that are necessary or reasonably requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of Borrower as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly effected. (l) All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan, the Security Agreement and the Warrant Agreement shall have been obtained or made and be in full force and effect. (m) The Lender shall have conducted a background check of the officers of Borrower and the results shall be to the satisfaction of the Lender. The Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, including, without limitation, the information described in Section 13.19. (n) The Lender shall have received from Borrower (i) an executed copy of the Release of Security Agreement between Borrower and ▇▇▇▇ Royalty Funds Holdings II, (ii) evidence to the satisfaction of the Lender that such release(s) in form and substance satisfactory to the Lender will be filed with the U.S. Patent and Trademark Office and the U.S. Copyright Office on the Closing Date, (iii) evidence to the satisfaction of the Lender that a UCC-3 termination statement will be filed with the office of the Secretary of State of the State of Delaware on the Closing Date, and (iv) evidence to the satisfaction of the Lender of agreements to terminate (A) the lockbox agreement among ▇▇▇▇ Royalty Funds Holdings II, Borrower and ▇▇ ▇▇▇▇▇▇ Chase Bank, and (B) the escrow arrangement with respect to duplicate libraries for the benefit of ▇▇▇▇ Royalty Funds Holdings II.

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act; (e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to B▇▇▇▇▇▇▇▇ the B▇▇▇▇▇▇▇▇ Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement; (f) Parent shall have executed and delivered to L▇▇▇▇ ▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ the Parent Stockholders Agreement and the Investor Rights Agreement; (g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and (h) Purchaser shall have delivered, or caused to be delivered, to the Sellers: (i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing; (ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby; (iii) the certificates described in Section 9.2(a) and 9.2(b); and (iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.