Common use of Parent's Conditions Precedent Clause in Contracts

Parent's Conditions Precedent. The obligation of the Parent to complete the purchase of the Purchased Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Time of Coming, each of the following conditions precedent each of which is separate, is provided for the exclusive benefit of the Parent and may be waived by the Parent in accordance with Section 5.4; (a) all corporate, legal and regulatory proceedings, approvals and consents as are reasonably considered necessary by the Parent's solicitors shall have been taken or obtained to permit the consummation of the transactions contemplated herein; (b) the Company shall not have any material assets other than those relating to the Business and shall not have any material liabilities (whether or not absolute, contingent or otherwise) other than those liabilities incurred to the ordinary course of operation of the Business; (c) all of the representations and warranties of the Company contained herein or in any certificate or other document delivered or given pursuant to this Agreement shall be true and correct and with the same effect as if made, and as of the time of Closing and the Parent shall have received a certificate, confirming, to the best of the Company's knowledge, information and belief, the truth and correctness in all material respects of such representations and warranties (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby), provided that the receipt hereof and the closing of the transactions contemplated herein shall not constitute a waiver of the representations and warranties of the Company which are contained in this Agreement. (d) the Company has fulfilled and/or complied with all terms, conditions, covenants and agreements herein contained to be performed or caused to be performed by it, including, without limiting the generality of the foregoing, the covenants contained in article Six to the extent the same are to be performed at or prior to the Time of Closing and each of the Company shall have delivered a certificate executed by a senior officer to that effect, provided that the receipt thereof and the closing of the transactions contemplated herein shall not constitute a waiver of the covenants and agreements of the Company which are contained in this Agreement; (e) all documentation relating to the due authorization (including, without limitation, the due authorization by the directors and shareholders of the Company) and completion of the sale and purchase hereunder of the Purchased Shares and all actions and proceedings taken on or prior to the Time of Closing in connection with the performance by the Company of its obligations under this Agreement shall be satisfactory to the Parent and its counsel, both acting reasonably, and the Parent shall have received copies of all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated hereby and the taking of all corporate proceedings in connection therewith in compliance with those conditions, in form (as to certification and otherwise) and substance satisfactory to the Parent, acting reasonably, and its counsel; (f) there shall have been no material adverse change in the business, affairs and conditions of the Company, whether financial or otherwise; (g) all Consents, licenses, permits and certificates of any Persons and all filings and notifications to any Persons required in connection with the completion of the transactions contemplated by this Agreement, the execution and delivery of this Agreement, the Closing or the performance of any of the terms and conditions hereof shall have been obtained on or before the Time of Closing; (h) the Parent shall have completed its investigation into the books, records and affairs of the Company and such investigation shall not have disclosed any matter, which the Parent, acting reasonably, considers to be material to its decision to acquire the Purchased Shares; (1) the Company shall have executed and delivered such conveyances, assurances, assignments, transfers and other instruments of conveyance necessary or reasonably required effectively to transfer the Purchased Shares to the Parent with a good marketable title free and clear of all Encumbrances of any kind whatsoever; and

Parent's Conditions Precedent. The obligation obligations of Parent under this Agreement to proceed with the transactions contemplated hereby and effect the Merger are, at the option of Parent to complete the purchase of the Purchased Shares hereunder shall be in its sole discretion, subject to Section 3.1 above and to the satisfaction of, or compliance with, at or before the Time of Coming, each fulfillment of the following conditions precedent each of which is separate, is provided for at or prior to the exclusive benefit of the Closing (or on such other date as may be agreed by Parent and may the Representatives), and the Company and the Major Shareholders shall use their reasonable best efforts to cause each such condition to be waived by the Parent in accordance with Section 5.4;fulfilled: (a) all corporate, legal and regulatory proceedings, approvals and consents as are reasonably considered necessary by the Parent's solicitors shall have been taken or obtained to permit the consummation of the transactions contemplated herein; (b) the Company shall not have any material assets other than those relating to the Business and shall not have any material liabilities (whether or not absolute, contingent or otherwise) other than those liabilities incurred to the ordinary course of operation of the Business; (c) all of the representations and warranties of the Major Shareholders and the Company contained herein in this Agreement, any Schedules and Exhibits hereto and/or any certificates or documents delivered in any certificate or other document delivered or given pursuant to connection with this Agreement that are qualified by materiality shall be true and correct and with the same effect as if when made, and as of shall also be true and correct at the time of Closing with the same force and the Parent effect as though such representations and warranties were made at that time and all such representations and warranties that are not qualified by materiality shall have received a certificate, confirming, to the best of the Company's knowledge, information be true and belief, the truth correct when made and correctness shall be true and correct in all material respects at the time of Closing with the same force and effect as though such representations and warranties were made at that time, in each case, except for changes expressly permitted by this Agreement; (except as such representations b) each covenant, agreement, delivery and warranties may be affected obligation required by the occurrence terms of events or transactions expressly contemplated this Agreement to be complied with and permitted hereby), provided that performed by the receipt hereof Company and the closing any of the transactions contemplated herein shall not constitute a waiver of the representations and warranties of the Company which are contained in this Agreement. (d) the Company has fulfilled and/or complied with all terms, conditions, covenants and agreements herein contained to be performed or caused to be performed by it, including, without limiting the generality of the foregoing, the covenants contained in article Six to the extent the same are to be performed Shareholders at or prior to the Time of Closing and each of the Company shall have delivered a certificate executed by a senior officer to that effect, provided that the receipt thereof been duly and the closing of the transactions contemplated herein shall not constitute a waiver of the covenants properly complied with and agreements of the Company which are contained in this Agreementperformed; (ec) all documentation relating to since the due authorization (includingdate of this Agreement, without limitation, the due authorization by the directors and shareholders of the Company) and completion of the sale and purchase hereunder of the Purchased Shares and all actions and proceedings taken on or prior to the Time of Closing in connection with the performance by the Company of its obligations under this Agreement shall be satisfactory to the Parent and its counsel, both acting reasonably, and the Parent shall have received copies of all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated hereby and the taking of all corporate proceedings in connection therewith in compliance with those conditions, in form (as to certification and otherwise) and substance satisfactory to the Parent, acting reasonably, and its counsel; (f) there shall not have been no occurred any material adverse change in the business, affairs and conditions of the Companyproperties, whether assets, liabilities, prospects or condition (financial or otherwise) or results of the operations of the Company due to any cause whatsoever, and no place of business of the Company shall have suffered a substantial fire or other casualty loss or damage; (gd) all Consents, licenses, permits and certificates of any Persons and all filings and notifications to any Persons required in connection with the completion of the transactions contemplated by this Agreement, the execution and delivery of this Agreement, the Closing or the performance of any of the terms and conditions hereof there shall have been obtained on or before by the Time of Closing; (h) Company written consents to the Parent Merger from, and there shall have completed its investigation into the books, records and affairs been given any required notices of the Company and such investigation shall not have disclosed any matterMerger to, which the Parentappropriate party to or issuer of each contract, acting reasonablyagreement, considers plan, policy, lease (other than the lease referred to be material to its decision to acquire the Purchased Shares; in paragraph (1e) the Company shall have executed and delivered such conveyancesbelow), assurancespermit, assignments, transfers license and other instruments of conveyance necessary document or reasonably required effectively to transfer the Purchased Shares to the Parent with a good marketable title free and clear of all Encumbrances of any kind whatsoever; andinstrument specified on Exhibit 3.5