Conditions to Obligations to Close Clause Samples
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Conditions to Obligations to Close. 7.1 Conditions to Obligations of the Merger Subs and Nu Skin Enterprises. The obligations of each Merger Sub and Nu Skin Enterprises to consummate the transactions to be performed by them in connection with the respective Closing are subject to satisfaction of the following conditions:
7.1.1 the representations and warranties of the Merged Entities set forth in Section 4 above and the representations and warranties of the Stockholders set forth in Section 9 below shall be true and correct in all material respects at and as of the Closing Dates of the respective Mergers;
7.1.2 such Merged Entity and the Stockholders shall have performed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective Mergers;
7.1.3 such Merged Entity shall have procured all of the Third-Party and governmental consents and approvals specified in Section 6.2 above;
7.1.4 except as set forth in Section 7.1.4 of the Merged Entities Disclosure Schedule, no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the respective Merger, as contemplated by this Agreement, (ii) cause the respective Merger, as contemplated by this Agreement, to be rescinded following consummation, or (iii) affect adversely the right of the respective Merger Sub or of Nu Skin Enterprises to operate the former business of such Merged Entity;
7.1.5 the transactions contemplated herein shall have been approved by the Board of Directors and stockholders of each of the Merged Entities;
7.1.6 each Merged Entity shall have delivered to the respective Merger Sub and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 through 7.1.5 above are satisfied in all respects;
7.1.7 all applicable waiting periods (and any extensions thereof), if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated;
7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger;
7.1....
Conditions to Obligations to Close. A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;
(1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing;
(2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing;
(3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business;
(4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”);
(5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects;
(6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and
(7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.
Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and
(b) Seller shall have obtained all Required Governmental and Stockholder Approvals.
8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
(a) Each of the representations and warranties of Seller and the Selling Subs contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect;
(b) The covenants and agreements of Seller and the Selling Subs to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect;
(c) Purchaser shall have received at the Closing a certificate, dated as of the Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied;
(d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and
(e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof.
8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following...
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
(a) At Closing, Seller will cause the Title Company to issue (or commit irrevocably and unconditionally to issue) to Purchaser an owner’s policy of title insurance in accordance with the requirements of the Commitment subject only to the Permitted Exceptions (the “Title Policy”).
(b) The representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller will so certify.
(c) Seller shall have performed the agreements, covenants and obligations made and contained in this Agreement to be performed or complied with by Seller on or before the Closing Date.
(d) Delivery of sole and exclusive possession of the Property to Purchaser subject only to the Permitted Exceptions.
Conditions to Obligations to Close. Section 8.1 Conditions to Obligation of Each Party to Close 88 Section 8.2 Conditions to Purchaser’s Obligation to Close 88 Section 8.3 Conditions to Parent’s, the Seller’s and the Company’s Obligation to Close 89 Section 8.4 Frustration of Closing Conditions 89
Conditions to Obligations to Close. 7.1 Buyer’s Conditions The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions, provided that Buyer may waive any condition specified in this Section 7.1 only if Buyer executes a writing so stating at or before the Closing:
(a) Covenants, Representations and Warranties The respective representations and warranties of Seller set forth in Article III must be true and correct in all material respects (except for those representations and warranties that contain an express materiality qualification, which must be true and correct in all respects) on the date made and at and as of the Closing Date, and Seller must have performed and complied with all of its covenants hereunder in all material respects through the Closing Date, and Buyer must have received a certificate in form and substance satisfactory to Buyer dated as of the Closing Date on behalf of Seller by the president of Seller or an equivalent officer to such effect.
(b) Consents Seller must have procured all Required Consents and must have provided evidence of such Required Consents and notices in form and substance reasonably satisfactory to Buyer. Buyer must have received all Governmental Authorizations as are necessary to allow Buyer to operate the Mac Nut Business and the Leased Assets and Purchased Assets from and after the Closing Date.
(c) Documents to Be Delivered By Seller The following documents, in form and substance satisfactory to Buyer, must be delivered to Buyer at Closing by Seller:
(1) ▇▇▇▇ of sale, duly executed by Seller;
(2) assignment and assumption agreements, duly executed by Seller, in a form mutually agreeable to both parties;
(3) assignment of Seller’s Intellectual Property described in Schedule 2.1(j), in due form for recordation with the appropriate Governmental Authority and the License Agreement, each duly executed by Seller;
(4) vehicle titles and assignments sufficient to transfer title to the Owned and Leased Vehicles to Buyer;
(5) orchard lease agreement in the form of Exhibit A-1 hereto (the “Orchard Lease Agreement”), duly executed by Seller;
(6) memorandum of the Orchard Lease Agreement in the form of Exhibit A-2 hereto (the “Memorandum of Lease”), duly executed by Seller;
(7) processing plant lease agreement in the form of Exhibit B-1 hereto (the “Processing Plant Lease Agreement”), duly executed by Seller;
(8) memorandum of the Processing Plant Le...
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
Conditions to Obligations to Close. 8 6.1 Conditions to Obligations of Shareholders to Close...........8 6.2 Conditions to Obligations of HARVARD.........................8 7 INDEMNIFICATION..............................................8 7.1 Indemnification..............................................8 7.2 Indemnification..............................................8 7.3 Notice and Opportunity to Defend.............................9
Conditions to Obligations to Close. 89 SECTION 7.1 Conditions to Each Party’s Obligation to Effect the Merger...................................................... 89 SECTION 7.2 Conditions to Obligations of Spartan Stores and Merger Sub to Effect the Merger.................................................................................................................... 90 SECTION 7.3 Conditions to Obligations of ▇▇▇▇-▇▇▇▇▇ to Effect the Merger.................................................. 91 ARTICLE VIII.... TERMINATION; AMENDMENT; WAIVER.................................................................................... 92 SECTION 8.1 Termination of Agreement....................................................................................................... 92 SECTION 8.2 Effect of Termination............................................................................................................... 95
Conditions to Obligations to Close. 6.1. Conditions to Each Party’s Obligation. 48 6.2. Conditions to Obligation of Parent and Merger Sub. 48 6.3. Conditions to Obligation of Company. 50