Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law: (a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date). (c) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement. (d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied. (e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a). (f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries. (g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Aleris Corp), Purchase and Sale Agreement (Signature Group Holdings, Inc.)
Conditions to the Obligation of Buyer. The obligation obligations of Buyer to consummate the transactions contemplated by this Agreement shall be hereby are subject to the satisfaction at on or prior to the Closing Date of each all of the following conditions, any and all one or more of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable LawBuyer:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All The representations and warranties made by Parent and of the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the Execution Date and on the Closing Date as though if made on such representations and warranties were made at and as of the Closing Date date (except or, in the case of any representation or warranty representations and warranties that by its terms addresses matters only are made as of another specified datea specific date or time, which shall as if made on such specific date or time), except to the extent that the failure of such representations or warranties (other than the HFS Fundamental Representations) to be so true and correct only as would not, individually or in the aggregate, result in a Material Adverse Effect; provided that neither satisfaction of such specified date).
(c) Parent and the this condition nor completion of Closing will affect Buyer’s rights under Article 10. The Sellers shall have duly performed or complied with, in all material respects, respects with all of the obligations and covenants and agreements required by this Agreement to be performed or complied with by Parent and them by the time of the Closing. The Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate certificate, dated as of the Closing Date and signed by an authorized officer of Parent to each Seller, confirming the effect that each of the conditions foregoing matters set forth in this Section 8.02(a7.1(a) (the “HFS Closing Certificate”).
(b) Sellers shall have delivered to Buyer all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 8.02(b3.2, and each such document, certificate or other instrument to which a Person other than a Seller is a party shall have also delivered a duly executed counterpart of such document, certificate or other instrument.
(c) The consents of any Person set forth on Schedule 7.2(c) shall have been satisfiedobtained, and fully executed copies of such consents shall have been delivered to Buyer.
(d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby shall be in effect.
(e) Parent No Material Adverse Effect shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a)occurred.
(f) The Discontinued Locations Defect Notice Date shall have been transferred to one of more Non-Business Subsidiariesoccurred.
(g) The Escrow Agreement Any applicable waiting period (and any extensions thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been executed and delivered by Parent and the Escrow Agentterminated.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Halcon Resources Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or waiver by Buyer on or prior to the Closing Date of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect Each of the representations and warranties of Sellers contained in Article III shall be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have occurred since been duly performed in all material respects.
(b) Each of the date representations and warranties of this Agreement that has had, or would reasonably be expected Sellers as to have, individually or the Company contained in Article IV shall (i) in the aggregatecase of those representations and warranties that are qualified by Material Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(be) All representations and warranties made Buyer shall have been furnished with a certificate executed by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as an authorized officer of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified dateSellers’ Representative, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(c) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect Date, certifying that each of the conditions set forth contained in Section 8.02(aSections 7.1(a), 7.1(b) and Section 8.02(b7.1(d) have been satisfied.
(e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a)fulfilled.
(f) The Discontinued Locations Buyer shall have been transferred to one of more Nonreceived confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-Business Subsidiariesapproved the EPA Registration Update.
(g) The Escrow Agreement Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number 2010-C25259888-CWF, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to ▇▇▇▇▇ Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been executed terminated and delivered by Parent and the Escrow Agentreleased.
Appears in 2 contracts
Sources: Merger Agreement (Seacor Holdings Inc /New/), Merger Agreement (Pacific Ethanol, Inc.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Principal Closing of each of the following conditions, any and all of which may be waivedwaived in writing, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent and the Sellers Sapphire contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Closing Date such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers Sapphire in this Agreement Article III shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties Fundamental Representations were made at and as of the Closing Date such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct in all material respects only as of such specified date).
(cb) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Principal Closing under the terms of this Agreement.
(c) No Material Adverse Effect with respect to the Businesses shall have occurred since the date of this Agreement.
(d) Parent Sellers shall have delivered to Buyer a certificate dated as of the Principal Closing Date signed by an officer of Parent Sellers to the effect that each of the conditions set forth in Section Sections 8.02(a), 8.02(b) and Section 8.02(b8.02(c) have been satisfied.
(e) Parent Sapphire shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a2.09(a) (it being acknowledged and agreed that such items and documents shall be delivered, or caused to be delivered, concurrently with the Principal Closing).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 2 contracts
Sources: Security and Asset Purchase Agreement (Willis Towers Watson PLC), Security and Asset Purchase Agreement (Arthur J. Gallagher & Co.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Closing is subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all conditions (each of which is for the exclusive benefit of Buyer and may be waived, in whole or in part, waived by Buyer to the extent permitted by applicable Law:Buyer):
(a) No Effect all covenants of Seller under this Agreement and the Ancillary Agreements to be performed on or before the Closing shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or been duly performed by Seller in the aggregate, a Material Adverse Effect.all material respects;
(b) All representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and i) the representations and warranties of Seller in Section 3.1, Section 3.2(a), Section 3.2(c)(i), Section 3.8 and Section 3.12 shall be true and correct in all respects as of the Closing Date as if made as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date); and (ii) each of the other representations and warranties of Seller set forth in Section 3.07(a))this Agreement, in each case, without giving effect to any “materiality, Material Adverse Effect or similar qualifications” qualifier contained therein, shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were if made at and as of the Closing Date (except in the case of any representation or warranty those representations and warranties that by its terms addresses address matters only as of another a specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all material respects at as of that specified date);
(c) ▇▇▇▇▇ shall have received a certificate of Seller addressed to ▇▇▇▇▇ and dated the Closing Date, signed on behalf of Seller by an officer of Seller (on Seller’s behalf and without personal liability), confirming the matters set forth in Section 6.2(a) and Section 6.2(b);
(d) each closing deliverable set forth in Section 2.7(a) shall have been delivered to Buyer; and
(e) no Bankruptcy Event shall have occurred as of the Closing Date as though such representations and warranties were made or at and as of any time during the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date)Interim Period.
(c) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied.
(e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or waiver by Buyer on or prior to the Closing Date of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect Each of the representations and warranties of Sellers contained in Article III shall be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have occurred since been duly performed in all material respects.
(b) Each of the representations and warranties of Sellers as to each of the Companies, Subsidiaries and Joint Ventures contained in Article IV, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of this Agreement that has hada specific date, which representations shall be true and correct at and as of such respective specific date), except for any failure or failures to be so true and correct which have not had or would reasonably be expected to have, individually or not have in the aggregateaggregate a Material Adverse Effect; and each of the covenants and agreements of Sellers and the Companies to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) SEACOR Environmental Services shall have caused the Asset Transfer to have been consummated pursuant to documentation reasonably satisfactory to Buyer.
(d) Buyer shall have received the funds contemplated by the Debt Commitment Letter.
(e) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(bf) All representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(c) Parent and the Sellers Buyer shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied been furnished with by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate executed by an authorized officer of Sellers, dated as of the Closing Date signed by an officer of Parent to the effect Date, certifying that each of the conditions set forth contained in Section 8.02(aSections 7.1(a), 7.1(b), 7.1(c), 7.1(e) and Section 8.02(b7.1(f) have been satisfied.
(e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiariesfulfilled.
(g) The Escrow Agreement Each of the deliverables set forth in Section 1.3(c) shall have been executed and delivered or paid, as the case may be, by Parent and the Escrow AgentSellers.
Appears in 1 contract
Sources: Stock Purchase Agreement (Seacor Holdings Inc /New/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Acquisition is subject to the satisfaction at satisfaction, on or prior to before the Closing Date, of each of the following further conditions, any and all one or more of which may be waived, waived in whole or in part, writing by Buyer to the extent permitted by applicable LawBuyer:
(a1) No Effect shall have occurred since the date The General Representations of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent Seller and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, Company shall be true and correct in all respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date Date, as though such representations and warranties were if made at and as of the Closing Date such date, (except in to the case of any representation or warranty extent that by its terms addresses matters only such representations and warranties speak as of another specified datea specific date or as of the date of this Agreement, in which case such representation and warranty shall be true and correct as of such date or dates) except for those failures to be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All , and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(2) The Seller Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all material respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date Date, as though such representations and warranties were if made at and as of the Closing Date such date, (except in to the case of any representation or warranty extent that by its terms addresses matters only such representations and warranties speak as of another specified datea specific date or as of the date of this Agreement, in which case such representation and warranty shall be so true and correct only as of such specified datedate or dates)., and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(c3) Parent The Company and the Sellers Seller shall have duly performed or and complied with, in all material respects, all of the covenants and agreements respects their respective obligations hereunder required to be performed or complied with by Parent and the Sellers at each of them on or prior to the Closing under Date, and Buyer shall have received a certificate signed by an officer of the terms Company to the foregoing effect;
(4) Buyer shall have received a certificate of the Secretary of the Company certifying true and complete copies of (i) the Constitutional Documents of the Company, as in effect on the Closing Date; and (ii) the resolutions of the Board authorizing the execution, delivery and performance of this Agreement.Agreement and the transactions contemplated hereby;
(d5) Parent The Company shall have obtained and delivered to Buyer the Consents set forth in Section 7.2(e) of the Disclosure Letter;
(6) Seller shall have delivered the Certificates, duly endorsed for transfer to Buyer;
(7) The Company shall have delivered to Buyer (i) a certificate dated as properly executed affidavit, in form and substance acceptable to Buyer, pursuant to Section 1445(b)(3)(A) of the Closing Date signed by Code certifying that the Company is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and (ii) an officer of Parent executed notice to the effect that each Internal Revenue Service regarding delivery of the conditions set forth affidavit above, in form and substance acceptable to Buyer and in compliance with the requirements of Treasury Regulation Section 8.02(a) and Section 8.02(b) have been satisfied.1.897-2(h)(2);
(e) 8) The Transaction Documents to which the Company, any of its Subsidiaries, Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement Seller is a party shall have been executed and delivered by the Company and such Subsidiaries, Parent and Seller, as applicable, and true and complete copies thereof shall have been delivered to Buyer;
(9) Buyer shall have received customary pay-off letters or similar acknowledgments of the Escrow Agent.discharge of the Debt set forth on Section 7.2(i) of the Disclosure Letter, to be paid off at Closing (“Payoff Letters”), setting forth the amount owed as of the Closing Date and indicating that upon payment of such amount, such Debt will be discharged in full and all related Liens (other than Permitted Liens) will be released and removed;
(10) Buyer shall have received letters of resignation from the officers and directors set forth on Section 7.2(j)
Appears in 1 contract
Sources: Stock Purchase Agreement (Star Equity Holdings, Inc.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions Closing contemplated by this Agreement shall be hereby is subject to the satisfaction at on or prior to the Closing Date of each all of the following conditions, any and all one or more of which may be waivedwaived in writing, in whole or in part, by Buyer to the extent permitted by applicable LawBuyer:
(a) No Effect Sellers shall have occurred since the date complied in all material respects with each of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All their covenants and agreements contained herein and each of their representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, this Agreement shall be true and correct in all respects deemed to have been made again at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall then be true and correct in all material respects at (unless otherwise qualified by materiality, and in such case, shall be true and correct) and Buyer shall have received a certificate, dated as of the Closing Date as though such representations and warranties were made at and as Date, of an executive officer of the Closing Date General Partner certifying as to such matters.
(except b) All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been approved by counsel to the Buyer and such counsel shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date)transactions contemplated herein.
(c) Parent and No suit, action or other proceeding shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms consummation of this AgreementAgreement or the transactions in connection herewith.
(d) Parent The waiting period under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereunder shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have expired or been satisfiedterminated.
(e) Parent Sellers shall have deliveredprovide to Buyer a letter signed by an authorized officer of the General Partner on behalf of Sellers, or caused which certifies that the Sellers’ defined contribution plan (1) is, to the Knowledge of Sellers, a tax qualified plan under Section 401(a) of the Code and such letter includes a copy of the most recent determination letter received from the Internal Revenue service directly applicable to such plan; and (2) has received certification from every participant in Sellers’ defined contribution plan whose loan is to be delivered, rolled over to Buyer the items Buyer’s Defined Contribution Plan and documents set forth in Section 2.04(a)whose loan had an original maturity exceeding five (5) years but less than or equal to fifteen (15) years that such loan was used by such participant to acquire his or her principal residence.
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waivedwaived in writing, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(bi) All representations and warranties made by Parent and the Sellers Seller contained in Article ARTICLE III (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 3.07(a)Representations), without giving effect to any materiality, a Business Material Adverse Effect or similar qualifications, shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. All , and (ii) the Seller Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as though such representations and warranties Seller Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(cb) Parent and the Sellers Seller shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers Seller at or prior to Closing under the terms of this Agreement.
(c) Since the date of this Agreement, no Effect shall have occurred and be continuing that has had, or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.
(d) Parent Seller shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent Seller to the effect that each of the conditions set forth in Section 8.02(a8.01(c) and Section 8.02(b8.02(a) through Section 8.02(c) have been satisfied.
(e) Parent Seller shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a2.10(a).
(f) The Discontinued Locations Seller shall have been transferred to one Buyer or a Buyer Designee the Owned Real Property listed on Section 8.02(f) of more Non-Business Subsidiariesthe Seller Disclosure Schedule.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Closing is subject to the satisfaction at of each of the following further conditions, any one or more of which may be waived in writing by Buyer:
(a) (i) Seller shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing of each of Date; (ii) the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent and the Sellers contained in Article III (and Article IV this Agreement and in any certificate or other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, writing delivered by it pursuant hereto shall be true and correct in all material respects (or if such representation or warranty is already qualified by materiality, then in all respects) at and as of the Closing Date Date, as though such representations and warranties were if made at and as of such date; and (iii) Buyer shall have received a certificate signed by Seller to the Closing Date foregoing effect.
(except in b) Seller shall have obtained all material Consents necessary to the case consummation of the Transaction including, without limitation, any Consents necessary for the valid continuation of any representation or warranty that by its terms addresses matters only as Contract, and Seller shall have delivered to Buyer executed counterparts of another specified date, which shall be so true and correct only as of all such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date)Consents.
(c) Parent All compensation, employment, severance or other similar agreements with any director, officer, consultant or employee of Seller working in the Business, the Company or Company Subsidiary in effect prior to the Closing and the Sellers not identified on either Schedule 4.06(i) or Schedule 9.01(b) whether oral or written, shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at been terminated on or prior to the Closing under the terms of this AgreementDate.
(d) Parent All management, consulting or other fee arrangements with any Person which is not an Affiliate of Seller and for whom any director of Seller also acts as a director, shall have delivered been terminated on or prior to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfiedDate.
(e) Parent ▇▇▇▇▇ ▇▇▇▇▇ shall have delivered, or caused to be delivered, entered into an amended employment contract with the Company on terms satisfactory to Buyer the items and documents set forth in Section 2.04(a)shall be ready, willing and able to perform his obligations.
(f) The Discontinued Locations Seller shall have been transferred delivered to one of more Non-Business SubsidiariesBuyer evidence satisfactory to Buyer that the Company and the Company Subsidiary shall have enrolled with Austrac by November 28, 2011.
(g) The Escrow Agreement parties shall have been executed and delivered by Parent and entered into a transition services agreement in a form satisfactory to Buyer.
(h) The Company shall have on the Escrow AgentClosing Date an accrual of not less than AU$850,000 for the payment of 2011 incentive compensation.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be is subject to the satisfaction fulfillment by Conopco or Buyer, as the case may be, or waiver (except for the condition in (e) below) by Buyer, where permitted by Applicable Law, at or prior to the Closing of each Date, of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(ai) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All The representations and warranties made by Parent and the Sellers contained of Conopco set forth in Article III this Agreement (other than the Fundamental Representations and the representations and warranties those set forth in the first sentence of Section 3.07(a))4.5, without giving effect to materiality, Material Adverse Effect or similar qualifications, which is addressed by Section 8.3(a)(ii) below) shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were both when made at and as of the Closing Date (except in to the case of any representation or warranty that by its terms addresses matters only extent expressly made as of another a specified date, in which shall be so true and correct only case as of such specified date), except to the extent where the failure of such representations and warranties to be so true and correct (without giving Table of Contents effect to any limitation as to “materiality” or “DiverseyLever Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have, individually or in the aggregate, a have an DiverseyLever Material Adverse Effect. All Fundamental Representations and the ; and
(ii) The representations and warranties of Conopco set forth in the first sentence of Section 3.07(a) made by Parent and the Sellers in this Agreement 4.5 shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were both when made at and as of the Closing Date (except in to the case of any representation or warranty that by its terms addresses matters only extent expressly made as of another a specified date, in which shall be so true and correct only case as of such specified date).
(cb) Parent and the Sellers Conopco shall have duly performed or and complied with, in all material respectsrespects with all obligations, all of the agreements and covenants and agreements required by this Agreement to be performed or and complied with by Parent and the Sellers at or it prior to the Closing under the terms of this AgreementDate.
(dc) Parent Buyer shall have delivered to Buyer received a certificate of Conopco signed by the chief financial officer of Conopco, dated as of the Closing Date signed by an officer of Parent Date, to the effect that each of that, to such officer’s knowledge after due inquiry, the conditions set forth in Section 8.02(a8.3(a) and Section 8.02(b8.3(b) have been satisfied.
(d) No DiverseyLever Material Adverse Effect (regardless of whether the event, development, change, circumstance or state of facts giving rise to such DiverseyLever Material Adverse Effect arose before or after the date of this Agreement, but excluding any event, development, change, circumstance or state of facts disclosed on Section 4.5(a)(ii) of the DiverseyLever Disclosure Schedule) shall have occurred after the date hereof and be continuing as at the Closing Date.
(e) Parent Unilever PLC shall have delivered, or caused obtained any necessary Treasury consent pursuant to be delivered, to Buyer Section 765 of the items Income and documents set forth Corporation Taxes Act 1988 in Section 2.04(a)respect of the transactions contemplated by this Agreement.
(f) The Discontinued Locations Other than with respect to any Delayed Shares or Delayed Assets addressed by Section 3.4(d), but subject to Section 8.3(h), Conopco shall have been transferred delivered (or caused the delivery of) all of the certificates, instruments, agreements or other documents required to one of more Non-Business Subsidiariesbe delivered pursuant to Section 3.3(a), (b), (e), (g), (h), (i), (m), (n), (o) and (p).
(g) The Escrow Agreement Buyer, after having complied with Section 6.17, shall have been executed obtained financing sufficient to pay the Base Cash Payment or the Adjusted Cash Payment, as the case may be, and delivered otherwise to consummate the transactions contemplated by Parent this Agreement on terms not materially less favorable to Buyer than those set forth in the Bank Commitment and the Escrow AgentBridge Commitment, but in no event shall the Leverage Ratio (as defined in the Bank Commitment) exceed 4.6, and otherwise on such other terms reasonably acceptable to it. For the avoidance of doubt and notwithstanding any other provision of this Agreement, this condition shall not be deemed satisfied if the actual net proceeds from the Financing, giving effect to, inter alia, the payment of all costs and expenses incurred in connection therewith or herewith, are not sufficient to pay the Base Cash Payment or the Adjusted Cash Payment, as the case may be.
(h) The Assets, Shares, Companies and/or Other Joint Venture Interests that would be required to be subject to a Delayed Closing shall not include any Assets, Shares, Table of Contents Companies and/or Other Joint Venture Interests representing, individually or in the aggregate, 7.5% of the Adjusted EBITDA of the DiverseyLever Business, taken as a whole, for the 12-month period ended June 30, 2001.
(i) [**]
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate effect the transactions contemplated by this Agreement Merger shall be subject to the satisfaction at or waiver prior to the Closing of each Effective Time of the following additional conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All The representations and warranties made by Parent and of the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties Company set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as 4.2 of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date and except to the extent modified by actions taken in all respects at compliance with this Agreement) as of the Effective Date as though made on and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (Effective Date, except in each case where the case failure of any a representation or warranty that by its terms addresses matters only as of another specified date, which shall to be so true and correct only as does not cause a Material Adverse Effect on the Company. Buyer shall have received a certificate signed on behalf of such specified date)the Company by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect.
(cb) Parent and the Sellers The Company shall have duly performed or complied with, in all material respects, respects all of the covenants and agreements required to be performed or complied with by Parent and the Sellers it under this Agreement at or prior to Closing under the terms Effective Date, other than to the extent that the failure to perform such covenants and agreements does not have a Material Adverse Effect on the Company, and Buyer shall have received a certificate signed on behalf of this Agreementthe Company by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect.
(c) The regulatory approvals or consents necessary to consummate the transactions contemplated hereby shall not impose conditions that are, or would be, upon consummation of the Merger, applicable to Buyer that would constitute a Material Adverse Effect on the Company or Buyer.
(d) Parent The Company shall have delivered obtained all consents of other parties to Buyer their respective material mortgages, notes, leases, franchises, agreements, licenses and permits as may be necessary to permit the Merger and the transactions contemplated herein to be consummated, except for such consents the failure of which to obtain would not constitute a certificate dated as of Material Adverse Effect on the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfiedCompany.
(e) Parent The Rights Agreement shall have delivered, or caused been terminated and neither Buyer nor the Financial Institution Sub shall have been determined to be delivered, to Buyer the items and documents set forth in Section 2.04(a)an Acquiring Person.
(f) The Discontinued Locations shall have been transferred to one Between the date of more Non-Business Subsidiaries.
(g) The Escrow this Agreement shall have been executed and delivered by Parent and the Escrow AgentEffective Time of the Merger, there shall not have occurred any event that has had a Material Adverse Effect on the Company.
Appears in 1 contract
Sources: Merger Agreement (Bank Plus Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions contemplated by this Agreement shall be Closing is subject to the satisfaction at on or prior to the Closing Date of each of all the following conditions, any and all one or more of which may be waived, waived in whole or in part, part by Buyer to the extent permitted by applicable LawBuyer:
(a) No Effect The Buyer shall have occurred since conducted a full and complete due diligence investigation of the date Company and shall be satisfied, in its sole discretion, with the results of such due diligence investigation. Notwithstanding any other provision of this Agreement that has hadAgreement, or would reasonably be expected the Sellers shall cause the Company to havefully cooperate with the Buyer and its representatives, individually or including, without limitation, its attorneys and accountants, in connection with this due diligence investigation, and shall give the aggregateBuyer and such representatives full and complete access to the Company and its books, a Material Adverse Effectrecords, properties, contracts and other information and documents in connection therewith.
(b) All representations The Sellers shall have complied with all of their respective covenants and warranties made by Parent and the Sellers agreements contained in Article III (other than the Fundamental Representations herein, and the representations and warranties set forth of the Sellers contained in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, this Agreement shall be true and correct in all respects at on and as of the Closing Date as though such representations and warranties were if made at on and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date)Date.
(c) Parent Buyer shall have received the following documents, in each case in form and substance reasonably satisfactory to Buyer and its counsel:
(i) Certificates representing the Shares duly endorsed in negotiable form or accompanied by stock powers duly executed in blank with all transfer taxes, if any, paid in full.
(ii) A certificate signed by the Sellers which certifies that the conditions specified in Section 4.1(b) hereof have been satisfied;
(iii) The minute books, stock ledgers and corporate seal of the Company.
(iv) Specimen signature certificates signed by the Sellers.
(v) Such other agreements and documents as Buyer or its counsel may reasonably request.
(d) No Litigation shall be pending or threatened and no order, injunction or decree shall have duly performed been entered by any Governmental Authority against the Sellers, the Company, the Shares or complied withthe Buyer which would prohibit, in all material respects, all restrict or delay consummation of the covenants and agreements required to be performed or complied with transactions contemplated by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied.
(e) Parent shall have delivered, or caused All consents and approvals of third parties which are required to be delivered, to Buyer consummate the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations transactions contemplated herein shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed obtained and delivered by Parent and to the Escrow AgentBuyer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Pharmasystems Holdings Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Acquisition is subject to the satisfaction satisfaction, on or before the Closing Date, of each of the following further conditions, any one or more of which may be waived in writing by Buyer:
(a) The General Representations shall be true and correct in all respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date, as if made at and as of such date, (except to the extent that such representations and warranties speak as of a specific date or as of the date of this Agreement, in which case such representation and warranty shall be true and correct as of such date or dates) except for those failures to be so true and correct as would not reasonably be expected to have, in the aggregate, a Company Material Adverse Effect, and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(b) The Fundamental Representations shall be true and correct in all material respects (disregarding any “material,” “in all material respects,” “Company Material Adverse Effect,” or similar qualifications contained therein) at and as of the Closing Date, as if made at and as of such date, (except to the extent that such representations and warranties speak as of a specific date or as of the date of this Agreement, in which case such representation and warranty shall be true and correct as of such date or dates), and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(c) The Company and the Stockholders shall have performed and complied in all material respects their respective obligations hereunder required to be performed or complied with by each of them on or prior to the Closing Date, and Buyer shall have received a certificate signed by an officer of the Company to the foregoing effect;
(d) Buyer shall have received a certificate of the Secretary of the Company certifying true and complete copies of (i) the by-laws of the Company, as in effect on the Closing Date; and (ii) the resolutions of the Board authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;
(e) The Company shall have obtained and delivered to Buyer the Consents set forth in Section 7.2(e) of the Disclosure Letter;
(f) The Stockholders shall have delivered the Certificates, duly endorsed for transfer to Buyer;
(g) The Company shall have delivered to Buyer (i) a properly executed affidavit, in form and substance acceptable to Buyer, pursuant to Section 1445(b)(3)(A) of the Code certifying that the Company is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and (ii) an executed notice to the Internal Revenue Service regarding delivery of the affidavit above, in form and substance acceptable to Buyer and in compliance with the requirements of Treasury Regulation Section 1.897-2(h)(2);
(h) The Transaction Documents to which the Company, any of its Subsidiaries, any Stockholder or Stockholders’ Representative is a party shall have been executed and delivered by the Company and such Subsidiaries, Stockholders and Stockholders’ Representative, as applicable, and true and complete copies thereof shall have been delivered to Buyer;
(i) Buyer shall have received, at its sole cost and expense, ALTA Owner’s Title Insurance policies substantially similar to the forms (from the title insurance company identified in said forms) previously delivered to the Firm by ▇▇▇▇▇▇ (the premiums for such policies as well as the title commitment and survey charges, including, but not limited to, charges for title abstract and examination, shall be paid by the Buyer), dated as of the Closing Date;
(j) Buyer shall have received title and non-imputation affidavits substantially similar to the title and non-imputation affidavits previously negotiated by the Firm and ▇▇▇▇▇▇ from each of DMS Health Technologies, Inc. and DMS Imaging, Inc. executed by their respective officers who do not resign from their positions pursuant to Section 7.2(m);
(k) Buyer shall have received customary pay-off letters or similar acknowledgments of the following conditionsdischarge of the Debt to be paid off at Closing (“Payoff Letters”), any setting forth the amount owed as of the Closing Date and indicating that upon payment of such amount, such Debt will be discharged in full and all related Liens (other than Permitted Liens) will be released and removed;
(l) Buyer shall have received the Required Financials, together with any required consent of which the Company’s independent public accountants, that may be waived, required to be included in whole or in part, by Buyer to the extent permitted by applicable Law:a Current Report on Form 8-K;
(am) Buyer shall have received letters of resignation from the officers and directors set forth on Section 7.2(m) of the Disclosure Letter;
(n) The Corporate Advisory Services Agreement, dated February 29, 2012 between Platinum Equity Advisors, LLC and Project Rendezvous Holding Corporation shall have been terminated and no amounts shall be owed by the Company or its Subsidiaries under such agreement; and
(o) No Company Material Adverse Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(c) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied.
(e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or waiver by Buyer on or prior to the Closing Date of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect Each of the representations and warranties of Sellers contained in Article III shall be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct as of such respective specific date), with the same effect as though those representations and warranties had been made on and as of the Closing Date; and each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have occurred since been duly performed in all material respects.
(b) Each of the date representations and warranties of this Agreement that has had, or would reasonably be expected Sellers as to have, individually or the Company contained in Article IV shall (i) in the aggregatecase of those representations and warranties that are qualified by Material 50 Adverse Effect, be true and correct in all respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true and correct at and as of such respective specific date) and (ii) in the case of those representations and warranties that are not qualified by Material Adverse Effect, be true and correct in all material respects as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date); and each of the covenants and agreements of Sellers and the Company to be performed on or prior to the Closing Date shall have been duly performed in all material respects.
(c) Each of the deliverables set forth in Section 1.6(e) shall have been delivered or paid, as the case may be, by Sellers.
(d) Since the Most Recent Balance Sheet Date, there shall not have been a Material Adverse Effect.
(be) All representations and warranties made Buyer shall have been furnished with a certificate executed by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as an authorized officer of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified dateSellers’ Representative, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(c) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Closing under the terms of this Agreement.
(d) Parent shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent to the effect Date, certifying that each of the conditions set forth contained in Section 8.02(aSections 7.1(a), 7.1(b) and Section 8.02(b7.1(d) have been satisfied.
(e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a)fulfilled.
(f) The Discontinued Locations Buyer shall have been transferred to one of more Nonreceived confirmation, whether in written, oral or electronic form, that the EPA has either approved or pre-Business Subsidiariesapproved the EPA Registration Update.
(g) The Escrow Agreement Buyer shall have received a written commitment (which commitment shall be unconditional except for payment of the premium, the amount of which shall not be taken into account for purposes of interpreting this condition) from the Title Company to, upon Closing, issue to the Surviving Company a 2006 ALTA extended coverage Owner’s Title Insurance Policy consistent in all material respects with that certain Pro Forma Policy issued by Title Company on June 23, 2017, Policy Number XXXX-XXXXXXXXX-XXX, including the endorsements identified therein and subject no new additional exceptions other than Permitted Liens.
(h) Buyer shall have received evidence reasonably satisfactory to it that any security interests in or liens on the assets of the Company granted to ▇▇▇▇▇ Fargo Bank, N.A. or any of its Affiliates in connection any credit facility with MGP Ingredients, Inc. or any of its Affiliates has been executed terminated and delivered by Parent and the Escrow Agentreleased.
Appears in 1 contract
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waivedwaived in writing, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(bi) All representations and warranties made by Parent and the Sellers Seller contained in Article ARTICLE III (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 3.07(a)Representations), without giving effect to any materiality, a Business Material Adverse Effect or similar qualifications, shall be true and correct in all respects as of the Original Date and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. All , and (ii) the Seller Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement shall be true and correct in all material respects as of the Original Date and at and as of the Closing Date as though such representations and warranties Seller Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(cb) Parent and the Sellers Seller shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers Seller at or prior to Closing under the terms of this Agreement.
(c) Since the Original Date, no Effect shall have occurred and be continuing that has had, or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.
(d) Parent Seller shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent Seller to the effect that each of the conditions set forth in Section 8.02(a8.01(c) and Section 8.02(b8.02(a) through Section 8.02(c) have been satisfied.
(e) Parent Seller shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a2.10(a).
(f) The Discontinued Locations Seller shall have been transferred to one Buyer or a Buyer Designee the Owned Real Property listed on Section 8.02(f) of more Non-Business Subsidiariesthe Seller Disclosure Schedule.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Since the date of this Agreement, no Material Adverse Effect shall have occurred since the date of this Agreement that has had, or would reasonably and be expected to have, individually or in the aggregate, a Material Adverse Effectcontinuing.
(b) All representations and warranties made by Parent and the Sellers Seller contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers Seller in this Agreement shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date).
(c) Parent and the Sellers Seller shall have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers Seller at or prior to Closing under the terms of this Agreement.
(d) Parent Seller shall have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent Seller to the effect that each of the conditions set forth in Section 8.02(a8.02(b) and Section 8.02(b8.02(c) have been satisfied.
(e) Parent Seller shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Intercontinental Hotels Group PLC /New/)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waived, waived in whole or in part, writing by Buyer to the extent permitted by applicable LawBuyer:
(a) No Effect shall have occurred since the date Each of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent and the Sellers contained in Article III (other than the Fundamental Representations and the representations and warranties of Seller set forth in Section 3.07(a)2.5 shall be true and correct in all respects as of the Closing as if made on the Closing (except with respect to Section 2.5(b), without giving effect to materialityany immaterial inaccuracies thereof for DIUS). Each of the representations and warranties of Seller set forth in Section 2.1 (Organization) (first, Material Adverse Effect or similar qualificationssecond and third sentences only), Section 2.2 (Authority), Section 2.6 (Subsidiaries) (first, second, third, fifth and sixth sentences only) and Section 2.21 (Brokers and Finders), shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were if made at and as of on the Closing Date (except in the case of for any representation or warranty that by its terms addresses matters only as of another specified made with respect to a specific date, which shall be so true and correct only as of with respect to such specified specific date), except to the extent the failure of such . The other representations and warranties to be true of Seller Parent and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties Seller set forth in Article II and Section 3.07(a) made by Parent and the Sellers in 7.1 of this Agreement shall be true and correct in all respects at and (determined without regard to any qualifications as to materiality or Company Material Adverse Effect or Fund Material Adverse Effect) as of the Closing Date as though such representations and warranties were made at and as of the Closing Date such time (except in the case of for any representation or warranty that by its terms addresses matters only as of another specified made with respect to a specific date, which shall be so true and correct only as of with respect to such specified specific date)., except for any failure(s) to be so true and correct that, individually or in the aggregate, has not had and would not be reasonably expected to have a Company Material Adverse Effect or a Fund Material Adverse Effect;
(cb) Seller Parent and the Sellers Seller shall have duly performed or and complied with, in all material respects, all of the respects with its covenants and agreements required by this Agreement to be performed or complied with by Parent and the Sellers them at or prior to Closing under the terms of this Agreement.Closing;
(dc) An appropriate senior officer of Seller Parent shall have delivered deliver to Buyer a certificate dated as of the Closing Date signed by an officer him on behalf of Seller Parent to confirming the effect that each satisfaction of the conditions set forth contained in Section 8.02(aparagraphs (a) and (b) of this Section 8.02(b5.2;
(d) have been satisfied.The Closing Revenue Run-Rate shall not be less than 75% of the Base Revenue Run-Rate;
(e) Parent Since the date hereof, no event, change, occurrence or circumstance shall have deliveredoccurred which, individually or in the aggregate, has had, or caused would reasonably be expected to be deliveredhave, to Buyer the items and documents set forth in Section 2.04(a).a Company Material Adverse Effect;
(f) The Discontinued Locations APRA shall not have provided notice to Buyer of (i) its objection to the consummation of the purchase by Buyer of the Shares or (ii) the imposition of any burdensome and material financial restriction on Buyer in order for APRA not to have provided Buyer notice of such objection; provided, that (A) any objection by APRA on the grounds that the requirements of APRA Prudential Standard APS 120 (Securitisation) have not been transferred complied with shall not constitute a notice or imposition for the purposes of clauses (i) or (ii) and (B) in the event that such notice is not provided by APRA in writing, (x) Buyer will request that APRA provide such notice in writing and (y) if APRA does not provide such written notice, Buyer shall deliver to one Seller a certificate of more Non-Business Subsidiaries.a senior executive officer of Buyer providing a summary, in reasonable detail, of the oral notice received from APRA and certifying that, based on such oral notice, the condition set forth in this Section 5.2(f) has not been satisfied; and
(g) The Escrow Agreement Seller and the appropriate member of the Company Group (or appropriate Affiliates thereof) shall have been executed and delivered by Parent and to Buyer all of the Escrow AgentAncillary Agreements to which they are parties.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Lincoln National Corp)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall will be subject to the satisfaction at or prior to the Closing of each of the following conditions, any and all of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall will have occurred since the date of this Agreement and be continuing that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent and the Sellers Seller contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall will be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct (without regard to any “materiality”, “Material Adverse Effect”, or similar materiality qualifiers) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Representations, other than Section 3.07(a3.05(a) (Capitalization), made by Parent and the Sellers Seller in this Agreement shall that are qualified by “materiality,” “Material Adverse Effect”, or similar materiality qualifiers will be true and correct in all respects at and as of the Closing Date as though such representations and warranties Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall will be so true and correct only as of such specified date) and all other Fundamental Representations, other than Section 3.05(a) (Capitalization), made by Seller in this Agreement will be true and correct in all material respects at and as of the Closing Date as though such Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date). The representation and warranty of Seller contained in Section 3.05(a) (Capitalization) will, in all but de minimis respects, be true and correct as of the Closing Date as though such representation and warranty was made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date). Notwithstanding the conditions set forth in this Section 8.02(b), in no event will any breach of a representation or warranty made by Seller contained in Article III result in the failure of this condition to be satisfied exclusively as a result of any of the matters for which Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 9.02(a).
(c) Parent and the Sellers shall Seller will have duly performed or complied with, in all material respects, all of the covenants and agreements required to be performed or complied with by Parent and the Sellers Seller at or prior to Closing under the terms of this Agreement.
(d) Parent shall Seller will have delivered to Buyer a certificate dated as of the Closing Date signed by an officer of Parent Seller to the effect that each of the conditions set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(b8.02(c) have been satisfied.
(e) Parent shall Seller will have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a).
(f) The Discontinued Locations shall No Educational Agency or Governmental Authority will have been transferred advised any of Seller, Buyer, the DVU Transferred Entities or the University that it intends to one (i) impose conditions on any required Pre‑Closing or Post-Closing Educational Consent, or otherwise impose conditions upon the DVU Transferred Entities or the University as a result of more Nonthe transactions contemplated by this Agreement, that would materially impact or restrict the manner in which the business is currently being operated, (ii) deny any required Post-Business SubsidiariesClosing Educational Consent or (iii) challenge or oppose the transactions contemplated by this Agreement.
(g) The Escrow Seller will have delivered to Buyer evidence, in a form satisfactory to Buyer, that Seller is able to continue to obtain and provide the ▇▇▇ ▇▇ following the Closing through the LC Requirement Expiration Date, as required under the ED Settlement, consistent with the terms of this Agreement and the ED Settlement, including any replacement or new ▇▇▇ ▇▇.
(h) Seller will have delivered to Buyer evidence of Seller’s receipt of a Final Program Review Determination (FPRD) letter issued by DOE with respect to the program review conducted at the University.
(i) Seller shall have been executed and delivered by Parent provided documentation, in a form reasonably satisfactory to Buyer, evidencing that the University and the Escrow AgentDVU Transferred Entities are not reasonably likely to receive more than ninety percent of its revenues from the Title IV Programs (with such percentage calculated consistent with the DVU Transferred Entities’ current practice and in accordance with the methodology set forth at 34 C.F.R. §§ 668.14 and 668.28) during the period starting on July 1, 2017 and ending on June 30, 2018.
(j) There shall not have been any material change in the cohort default rate of the University, as set forth on Schedule 3.22(e).
(k) Except as set forth on Schedule 8.02(k), the University and the DVU Transferred Entities shall not have lost or withdrawn from its participation in Title IV Programs, including with respect to any or all of its educational programs, or be subject to a Compliance Review that could reasonably be expected to result in the loss of eligibility to receive Title IV funds for the Institution or location or any material educational program, or that could reasonably be expected to result in the loss of any Educational Approval that is needed to receive Title IV funds or that is needed in order for students to be eligible to obtain licensure in their field of study.
Appears in 1 contract
Sources: Stock Purchase Agreement (Adtalem Global Education Inc.)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Principal Closing of each of the following conditions, any and all of which may be waivedwaived in writing, in whole or in part, by Buyer to the extent permitted by applicable Law:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All representations and warranties made by Parent and the Sellers Sapphire contained in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.07(a)Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties were made at and as of the Closing Date such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers Sapphire in this Agreement Article III shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such representations and warranties Fundamental Representations were made at and as of the Closing Date such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct in all material respects only as of such specified date).
(cb) Parent and the Sellers shall have duly performed or complied with, in all material respects, all of the material covenants and agreements required to be performed or complied with by Parent and the Sellers at or prior to Principal Closing under the terms of this Agreement.
(c) No Material Adverse Effect with respect to the Businesses shall have occurred since the date of this Agreement.
(d) Parent Sellers shall have delivered to Buyer a certificate dated as of the Principal Closing Date signed by an officer of Parent Sellers to the effect that each of the conditions set forth in Section Sections 8.02(a), 8.02(b) and Section 8.02(b8.02(c) have been satisfied.
(e) Parent Sapphire shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a2.09(a).
(f) The Discontinued Locations shall have been transferred to one of more Non-Business Subsidiaries.
(g) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent.
Appears in 1 contract
Sources: Security and Asset Purchase Agreement (Willis Towers Watson PLC)
Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions Closing contemplated by this Agreement shall be hereby is subject to the satisfaction at on or prior to the Closing Date of each all of the following conditions, any and all one or more of which may be waived, in whole or in part, by Buyer to the extent permitted by applicable LawBuyer:
(a) No Effect shall have occurred since the date of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) All The representations and warranties of Seller made by Parent in this Agreement and the Sellers contained in Article III (other than the Fundamental Representations qualified as to materiality shall be true and the representations correct, and warranties set forth in Section 3.07(a)), without giving effect to materiality, Material Adverse Effect or similar qualifications, those not so qualified shall be true and correct in all respects at material respects, as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as time of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only though made as of such specified date)time, except to the extent the failure of such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct would correct, and those not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations and the representations and warranties set forth in Section 3.07(a) made by Parent and the Sellers in this Agreement so qualified shall be true and correct in all respects at material respects, on and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified earlier date).
(c) Parent and the Sellers . Seller shall have duly performed or complied with, in all material respects, respects with all of the obligations and covenants and agreements required by this Agreement to be performed or complied with by Parent and them by the Sellers at or prior to Closing under time of the terms of this Agreement.
(d) Parent Closing. Seller shall have delivered to Buyer a certificate certificate, dated as of the Closing Date and signed by an authorized officer of Parent to Seller, confirming the effect that each of the conditions foregoing matters set forth in this Section 8.02(a5.1(a) and Section 8.02(b) have been satisfied.
(e) Parent shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.04(a“Seller’s Closing Certificate”).
(fb) The Discontinued Locations shall have been transferred to one All necessary filings with and consents of more Non-Business Subsidiaries.
(g) The Escrow any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have been executed made and delivered obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated, and no action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the sale of the Company Interest.
(c) All necessary consents of any third party, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained.
(d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by Parent and any Governmental Authority, or other legal restraint or prohibition preventing the Escrow Agentconsummation of the transactions contemplated hereby shall be in effect.
Appears in 1 contract