Performance of the Obligations of Sellers. Except as would not have a Material Adverse Effect, LTV Companies shall have performed in all respects all obligations required under this Agreement to be performed by it on or before the Closing Date, and Buyer shall have received a certificate, dated the Closing Date and signed by the President or a Vice President of each Seller, to that effect. For the purposes of this Section 7.2(b) only (and without affecting the interpretation of any other provision of this Agreement), the inability (if any) of Seller to convey substantially all of the assets of the Railroad Subsidiaries (to the extent not excluded from Acquired Assets by Buyer) to Buyer free and clear of all Liens (other than Permitted Liens) on the Closing Date shall be deemed to constitute a Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (LTV Corp), Asset Purchase Agreement (International Steel Group Inc)