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: (a) Each of the representations and warranties of Purchaser 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 Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) Purchaser shall have received a certificate, dated as of the respective HUD TPA 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 8.4(a) and Section 8.4(b) have been satisfied.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Municipal Mortgage & Equity LLC)
Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Close. The respective obligations obligation of each party hereto to effect consummate the transactions contemplated hereby shall be set forth herein is subject to the satisfaction (or waiver at or (except for Sections 17(a), (b), (c) and (d) which cannot be waived)) prior to the or at Closing Date of each 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 Approval of the transactions contemplated hereby; andamendments to the Articles of Incorporation of Brunswick as set forth in the Articles of Amendment by the directors and shareholders of Brunswick as required by applicable South Dakota corporate law.
(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 Execution by all of the following conditions:existing directors of Brunswick of the Writing in Lieu of Special Meeting of Directors as described in section 10 above and substantially in the form attached as Exhibit H hereto concerning an amendment to the By-Laws of Brunswick.
(ac) Execution by the Shareholders of the Writing in Lieu of a Special Meeting of Shareholders as described in section 10 above and substantially in the form attached as Exhibit I hereto concerning the election of new directors of Brunswick.
(d) The approval of the amendments to the Articles of Incorporation of Brunswick set forth in the Articles of Amendment by a majority of the holders of the Existing Preferred Shares.
(e) Receipt of a Certificate of Amendment from the South Dakota Secretary of State evidencing the effectiveness of the Amendments to Articles of Incorporation.
(f) Execution by ▇▇▇▇▇ and receipt by Brunswick of the ▇▇▇▇▇ Agreement.
(g) Execution by TIC and receipt by Brunswick of the TIC Agreement.
(h) The Escrow Agreement shall have been executed in accordance with Section 5 hereof.
(i) Each of the representations and warranties of Seller and the Selling Subs contained all other parties set forth 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 material respects 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;Date.
(bj) The covenants Each of the other parties hereto shall have performed and agreements of Seller complied with all obligations and the Selling Subs conditions to be performed on or before complied with by him or it hereunder.
(k) Each of the Closing Date in accordance with this Agreement other parties thereto shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect;executed and delivered all other Transaction Documents.
(cl) Purchaser No statute, rule, or regulation of any Regulatory Authority or any Order 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, be in effect which prohibits any party hereto or 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 other Transaction Documents from consummating 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 Purchaser 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 Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and
(c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfiedthereby.
8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date:
(a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing;
(b) TPA Approval shall have been obtained; and
(c) Purchaser shall have received a certificate, dated as of the respective HUD TPA 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 8.4(a) and Section 8.4(b) have been satisfied.
Appears in 1 contract
Sources: Agreement Concerning Issuance of Shares (Inc Ubator Capital Inc)
Conditions to Obligations to Close. 8.1 (a) Conditions to Obligation of Each Party to Closethe Parent and Sub. 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 obligation 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 Parent 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:
(a) Each of the representations and warranties of Purchaser 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 Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and
(c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied.
8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Dateconditions:
(ai) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation representations and warranties of the applicable HUD TPA Closing;
(bShareholders as set forth in Section 6(a) TPA Approval shall have been obtained; and
(c) Purchaser shall have received a certificateand of the Elerath Shareholders as set forth in Section 7 must be true, dated correct and complete in all Material respects at and as of the respective HUD TPA Closing Date and validly executed on behalf as evidenced by the delivery by the Shareholders to the Parent at Closing of Seller and each Selling Sub by an officer of Seller and each Selling Sub, the Shareholders' Closing Certificate to the effect that the representations and warranties of the Shareholders as set forth in Section 6(a) and of the Elerath Shareholders as set forth in Section 7 are true, correct and complete in all Material Respects as of the Closing Date to be attached to this Agreement as Exhibit F;
(ii) the Shareholders shall have performed and complied with all of their covenants in this Agreement in all Material respects through the Closing;
(iii) the Target and its Subsidiaries shall have procured all necessary third party consents specified in Section 8(b);
(iv) 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 wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge 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, or (C) affect adversely the right of the Parent to own, operate, or control the Shares or the Target and its Subsidiaries (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Shareholders shall have delivered to the Parent the Shareholders' Closing Certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified in Section 8.4(a10(a)(i)-(iv) is satisfied in all respects to be attached to this Agreement as Exhibit F;
(vi) the acquisition by the Parent of the Shares must represent all of the issued and outstanding capital stock of the Target and its Subsidiaries and all of the Shares must be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever;
(vii) the Parties, the Target and its Subsidiaries must have received all other authorizations, consents and approvals of Governmental Bodies including such authorizations, consents or approvals required under the HSR Act, if any, and set forth in the Disclosure Schedules;
(viii) the Parent must have received from counsel to the Elerath Shareholders an opinion with respect to the matters set forth in Sections 6(a)(i), 6(a)(ii), 6(a)(iv), 7(a)-(e), 7(q) and Section 8.4(b7(v) addressed to the Parent and dated as of the Closing Date in substantially the form attached to this Agreement as Exhibit G;
(ix) the Parent must have received the resignations, effective as of the Closing, of each officer and director of the Target and each Manager of Reflex and NextWave;
(x) no Material adverse change shall have occurred in the Target or its Subsidiaries' Business or their future prospects;
(xi) all funded indebtedness of the Target other than that assumed by the Parent must have been satisfiedpaid in full prior to or at the Closing and all Security Interests except Permitted Liens must have been fully released of record to the satisfaction of the Parent and all mortgages and Uniform Commercial Code financing statements covering such funded indebtedness must have been terminated or the Parent must be reasonably satisfied that all Security Interests will be fully released of record within ten (10) days after the Closing Date;
(xii) except as set forth in the Disclosure Schedules, since the Effective Date the Target and its Subsidiaries must not have transferred, conveyed, disposed of and/or sold any of Material assets, except in the Ordinary Course of Business;
(xiii) the Target and its Subsidiaries must have delivered to the Parent a certificate from the Target's treasurer stating that from the Effective Date to the Closing Date there has been no change in the capitalization of the Target and its Subsidiaries or any Material adverse change in its financial condition or assets;
(xiv) the Shareholders must have delivered to the Parent certificates representing the Shares, which shall be cancelled and exchanged for the Merger Consideration, and otherwise must have satisfied fully all of their obligations required by this Agreement to be satisfied before or at Closing;
(xv) the Target and its Subsidiaries must not be in a bankruptcy, reorganization or insolvency proceeding nor any such proceeding contemplated;
(xvi) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. must have signed and delivered the Employment Agreements (Exhibits ▇-▇, ▇-▇ and E-3) with attached Confidentiality Agreements;
(xvii) the Shareholders must have delivered to the Parent Certificates of Good Standing from the State of New Mexico and Florida, as the case may be, dated within ten (10) days prior to the Closing Date, certifying that the Target and each of its Subsidiaries is in good standing in the State of New Mexico and Florida, as the case may be;
(xviii) the Shareholders must have delivered to the Parent the Release attached to this Agreement as Exhibit H and dated as of the Closing Date, whereby the Shareholders release the Target and its Subsidiaries from any and all claims and causes of action they may have against the Target and its Subsidiaries as of the Closing Date;
(xix) the Shareholders must have delivered to the Parent all minutes related to the Target and its Subsidiaries for the past three (3) years;
(xx) the Shareholders must have delivered to the Parent, Officer, Directors and Significant Employee Questionnaires as prepared by the Parent and completed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.;
(xxi) the Shareholders must have delivered to the Parent (A) evidence that they have repaid the Target and its Subsidiaries all amounts owed the Target and its Subsidiaries by them, and (B) a copy of the promissory note evidencing the Target's loan to Laser Wireless, Inc.; and
(xxii) The Reflex and NextWave documents set forth as Exhibits K-1 through K-4 must be signed and delivered to the Target. The Parent may waive any condition specified in this Section 10(a) if it executes a writing so stating at or prior to the Closing.
Appears in 1 contract
Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Close5.1. The respective obligations obligation of each party Purchaser to effect consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
(a) No statuteThe representations and warranties set forth in Section 2.1 above, ruleshall be true and correct in all material respects, regulation, executive order, decree, ruling, injunction or other order ("Order") and all agreements and covenants contained in this Agreement shall have become effective restrainingbeen performed or complied with by Seller, enjoining or otherwise prohibiting or making illegal the consummation in each case, at and as of the transactions contemplated hereby; andClosing Date;
(b) Seller shall have obtained delivered to Purchaser its certificate to the effect that to Seller's actual knowledge, each of the conditions specified above in Section 5.1(a) is satisfied in all Required Governmental respects and Stockholder Approvals.that Section 5.1(k) is accurate;
8.2 Conditions (c) Purchaser shall have been provided with all due diligence materials that it has reasonably requested;
(d) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(e) Purchaser shall have received (i) an Assignment of Interest and Withdrawal as Member of the Company in form and substance reasonably acceptable to Purchaser's Obligation to Close. Purchaser's obligation ; (ii) such other documents or instruments, as Purchaser may reasonably require to effect the transactions transfer of the Membership Interests and/or any other transaction contemplated hereby under this Agreement; and (iii) a Non-Foreign Person Affidavit in form and substance reasonably acceptable to Purchaser;
(f) Purchaser shall be subject have received good standing certificates of the Company and FWCD from the Secretary of State of the State of Missouri and any other jurisdiction in which Company and/or FWCD does business or is authorized to do business;
(g) Seller shall have received or Purchaser shall have waived the consents set forth in Schedule 2.1(d) and provided same to Purchaser;
(h) Purchaser shall have received evidence that all franchise and other taxes and fees have been paid in full to the satisfaction State of Missouri and any other jurisdiction in which the Company and/or FWCD does business or waiver is authorized to do business, all on terms satisfactory to Purchaser;
(i) Purchaser shall have received duly executed UCC-3 termination statements and such other release and termination instruments (or copies thereof) as Purchaser shall reasonably request in order to confirm the Company's and FWCD's ownership of their assets free and clear of all liens, encumbrances and security interests;
(j) Seller shall have caused the long term liabilities of the Company including the current portion of such long term liabilities to be satisfied in full; and
(k) Purchaser shall have received duly executed copies of all agreements and instruments set forth in Article 6 hereof. Purchaser may waive any condition specified in this Section 5.1 if it executes a writing so stating at or prior to the Closing.
5.2. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing Date of all is subject to satisfaction of the following conditions:
(a) Each of the The representations and warranties of Seller and the Selling Subs contained set forth in this Agreement Section 3.1 above shall be true and correct in all material respects, as of the date hereof and all agreements and covenants contained in this Agreement shall have been performed or complied with by Purchaser, in each case, at 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 EffectDate;
(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 Purchaser shall have been duly performed, except where delivered to Seller an officer’s certificate to the failure to so perform would not have a Material Adverse Effecteffect that each of the conditions specified above in Section 5.2(a) is satisfied in all respects and that Section 5.2(f) is accurate;
(c) Minutes of the meeting, or written consent, of Directors and Shareholders of Purchaser shall have received at approving the Closing a certificatepurchase as contemplated by this Agreement, dated attested by the Secretary or Assistant Secretary of the corporation as of the Closing Date and validly executed on behalf date of Seller and each Selling Sub by an officer of Seller and each Selling SubClosing, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfiedduly called, held, and to be presently in force and effect;
(d) Seller shall have received the Cash Purchase Price, the Purchase Price Shares and the Promissory Note;
(e) There shall not have occurred be any Material Adverse Effect (injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect)of the transactions contemplated by this Agreement; and
(ef) Receipt Seller shall have received duly executed copies of Form 2530 clearance by Purchaser with respect to all 2530 Entities as agreements and instruments set forth in Article 6 hereof. Seller may waive any condition specified in this 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 5.2 if it executes a writing so stating at or prior to the Closing Date of all of the following conditions:
(a) Each of the representations and warranties of Purchaser 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 Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and
(c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied.
8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date:
(a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing;
(b) TPA Approval shall have been obtained; and
(c) Purchaser shall have received a certificate, dated as of the respective HUD TPA 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 8.4(a) and Section 8.4(b) have been satisfied.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)
Conditions to Obligations to Close. 8.1 A. Conditions to Obligation of Each Party to CloseEAI's Obligation. The respective obligations obligation of each party of EAI and Merger Sub to effect consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:;
(a1) 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 The representations and warranties of Seller and the Selling Subs contained Company set forth in this Agreement shall Section 4 will be true and correct in all respects, material respects as of the date hereof if made at and as of the Closing Date Closing, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as though made on "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 Date immediately prior to Closing;
(2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except (i) to the extent that those representations 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 warranties that address matters only as of a particular date shall remain true and correct as complied with all of such particular date and covenants as so written, including the term "material" or "Material," in all respects through the Closing;
(ii3) where There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the failure transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be so true rescinded following consummation, (c) adversely affect the right of EAI to own the capital stock of Surviving Corporation and correct would 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) Company and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect;
(b5) 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 Merger will have been duly performed, except where approved by the failure to so perform would not have a Material Adverse Effectrequisite number of Company Stockholders;
(c6) Purchaser shall Company will have received at the Closing delivered to EAI 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, certificate to the effect that each of the conditions specified in Section 8.2(aSections 2.A(l )-(5) 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 satisfied in any Material Adverse Effect)all respects; and
(e7) Receipt Company will have delivered to EAI an executed counterpart of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth the Merger Certificate. EAI and Merger Sub may waive any condition specified in this 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 2.A if it or waiver on they execute a writing so stating at or prior to the Closing Date of all of the following conditions:
(a) Each of the representations and warranties of Purchaser 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 Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and
(c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied.
8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date:
(a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing;
(b) TPA Approval shall have been obtained; and
(c) Purchaser shall have received a certificate, dated as of the respective HUD TPA 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 8.4(a) and Section 8.4(b) have been satisfied.
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Conditions to Obligations to Close. 8.1 7.1. Conditions to Obligation to Close of Each Party Uniphase Parties to Closebe Satisfied at each Closing. The respective obligations obligation of each party the Uniphase Parties to effect consummate the transactions contemplated hereby shall to be performed by them in connection with the Closings is subject to the satisfaction (or waiver at or prior to the Closing Date in writing in Uniphase's sole and absolute discretion) of the following conditions:
(ai) No statutethe representations and warranties set forth in Section 5 shall be true and correct in all material respects at and as of each Closing Date, rule, regulation, executive order, decree, ruling, injunction or other order as if made on such dates;
("Order"ii) Philips shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation performed and complied with all of the transactions contemplated herebyits covenants to be performed prior to each Closing; and
(biii) Seller Philips shall have received all of the authorizations, consents and approvals of governments and governmental agencies identified on Schedule 5.4 as required to be obtained by Philips prior to each Closing; and
(iv) Philips shall have obtained in form and substance reasonably satisfactory to Uniphase all Required Governmental Permits the obtaining of which is material to the continuation of the Activity as presently conducted and Stockholder Approvalswhich are identified in Schedule 5.13 as being material by designation with an asterisk.
8.2 7.2. Conditions to Purchaser's Obligation to CloseClose of Philips. Purchaser's obligation The obligations of Philips to effect consummate the transactions contemplated hereby shall to be performed by it in connection with the Closings is subject to the satisfaction (or waiver on or prior to the Closing Date of all in writing in Philips' sole and absolute discretion) of the following conditions:
(ai) Each of the representations and warranties of Seller and the Selling Subs contained set forth in this Agreement Section 4 above shall be true and correct in all respects, as of the date hereof material respects at and as of the each Closing Date Date, as though if 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 dates;
(ii) where the failure to be so true Uniphase Parties shall each have performed and correct would not have a Material Adverse Effect;
(b) The complied with all of their respective 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 prior 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)Closing; and
(eiii) Receipt the Uniphase Parties shall have received the authorizations, consents and approvals of Form 2530 clearance governments and governmental agencies required to be obtained by Purchaser such Persons in connection 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:
(a) Each of the representations and warranties of Purchaser 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 Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and
(c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfiedhereby.
8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date:
(a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing;
(b) TPA Approval shall have been obtained; and
(c) Purchaser shall have received a certificate, dated as of the respective HUD TPA 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 8.4(a) and Section 8.4(b) have been satisfied.
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