Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of each Seller contained in Article III shall be true shall be true and correct in all respects, if qualified by materiality, and shall be true and correct in all material respects, if not qualified by materiality, at and as of the Closing Date with the same effect as though made at and as of such time. Each Seller shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with by it at or before the Closing Date. (b) All of the Conditions to Obligations of the Parties and Conditions to Obligations of the Parent set forth in Sections 9.2 and 9.4, respectively, of the Master Agreement shall have been satisfied or waived. (c) CICC shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by its President, Executive Vice President or a Senior Vice President, as to the fulfillment of the conditions set forth in Section 5.1(a), 5.1(b), it being understood that such certificate shall be deemed to have been delivered only in such officer’s capacity as an officer of CICC (and not in his or her individual capacity) and shall not entitle any party to assert a claim against such officer in his or her individual capacity.
Appears in 1 contract
Sources: Master Agreement and Plan of Merger (Phelps Dodge Corp)
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of each the Seller contained in Article III shall be true shall be true and correct in all respects, if qualified by materiality, and shall be true and correct in all material respects, if not qualified by materiality, at and as of the Closing Date with the same effect as though made at and as of such time. Each The Seller shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with by it at or before the Closing Date.
(b) All of the Conditions to Obligations of the Parties and Conditions to Obligations of the Parent set forth in Sections 9.2 and 9.4, respectively, of the Master Agreement shall have been satisfied or waived.
(c) CICC [The waiting period under the Competition Act (Canada) shall have expired or been terminated.]
(d) The Seller shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by its President, Executive Vice President or a Senior Vice President, as to the fulfillment of the conditions set forth in Section 5.1(a), 5.1(b) [and 5.1(c)], it being understood that such certificate shall be deemed to have been delivered only in such officer’s capacity as an officer of CICC the Seller (and not in his or her individual capacity) and shall not entitle any party to assert a claim against such officer in his or her individual capacity.
Appears in 1 contract
Sources: Master Agreement and Plan of Merger (Phelps Dodge Corp)
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of each the Seller contained in Article III shall be true shall be true and correct in all respects, if qualified by materiality, and shall be true and correct in all material respects, if not qualified by materiality, at and as of the Closing Date with the same effect as though made at and as of such time. Each The Seller shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with by it at or before the Closing Date.
(b) All of the Conditions to Obligations of the Parties and Conditions to Obligations of the Parent set forth in Sections 9.2 and 9.4, respectively, of the Master Agreement shall have been satisfied or waived.
(c) CICC CHC shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by its President, Executive Vice President or a Senior Vice President, as to the fulfillment of the conditions set forth in Section 5.1(a), 5.1(b), it being understood that such certificate shall be deemed to have been delivered only in such officer’s capacity as an officer of CICC CHC (and not in his or her individual capacity) and shall not entitle any party to assert a claim against such officer in his or her individual capacity.
Appears in 1 contract
Sources: Master Agreement and Plan of Merger (Phelps Dodge Corp)