CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to close under this Agreement is subject to the satisfaction of the following conditions any of which may be waived by Buyer in writing at or prior to Closing:
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to consummate the Asset Purchase shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions:
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. (a) The obligations of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, subject to the conditions set forth below, which conditions may be waived by Buyer without releasing or waiving of its rights hereunder:
(i) Title to the Property shall be as specified in Section 3.1
(ii) The representations and warranties of Seller contained herein are true and correct in all material respects (subject, however, to the provisions of Section 10.4 hereof);
(iii) Seller shall have tendered to Buyer all of the closing documents which Seller is required to deliver hereunder and otherwise performed all obligations required to be performed under this Agreement; and
(iv) The property is in substantially the same physical condition as existed upon the expiration of the Due Diligence Period, reasonable wear and tear excepted; and
(b) In the event that the conditions contained in this Section 12.1 are not satisfied, except if such failure shall constitute a default by Seller under this Agreement (in which event the provisions of Section 9 shall be applicable), Buyer shall have as its sole remedy hereunder the right to (i) waive such unsatisfied condition whereupon the transactions contemplated by this Agreement shall be consummated as provided in this Agreement, or (ii) terminate this Agreement, by notice to Seller. Upon the giving of such termination notice, this Agreement shall terminate and, except as otherwise set forth herein, neither party to this Agreement shall have any further rights or obligations hereunder.
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. Section 1 Representations and Warranties; Covenants 36 Section 2 Filings; Consents; Waiting Periods 37 Section 3 No Injunction 37 Section 4 Resignations of Directors 37 Section 5 Share Certificates 37 Section 6 Evidence of Indebtedness 37 Section 7 Working Capital 37 Section 8 Officer's Certificate 37 Section 9 Company Affidavit 38 ARTICLE VIII Conditions to Sellers' Obligation to Close ------------------------------------------
Section 1 Representations and Warranties; Covenants 38 Section 2 Filings; Consents; Waiting Periods 38 Section 3 No Injunction 38 Section 4 Purchase Price 39 ARTICLE IX Termination -----------
Section 1 Termination . . . . . . . . . . . . . . . . . . . 39 Section 2 Procedure and Effect of Termination . . . .
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. 8.1. Buyer’s obligation to consummate the Asset Purchase shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions:
(a) The representations and warranties of Seller set forth in ARTICLE III shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date). Seller shall have delivered to Buyer a certificate, dated the Closing Date, to the foregoing effect.
(b) Seller and the UK Subsidiary shall have performed or complied in all material respects with their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing and shall have delivered a certificate dated the Closing Date, to the foregoing effect.
(c) Seller’s shareholders and board of directors shall have authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(d) Seller shall have delivered all of the books of account, financial records, employee records, tax records, accounting records, corporate records, access codes, passwords and Tax Returns with respect to the Business for all items that require such and other books and records of Seller and other items reasonably requested by Buyer.
(e) No Action shall be pending or threatened against Seller or its board of directors, or the UK Subsidiary, wherein an unfavorable judgment, Order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Buyer to conduct the Business as currently conducted, following the Closing, and no such judgment, Order, decree, stipulation or injunction shall be in effect.
(f) [intentionally omitted].
(g) Buyer shall have received a duly executed certification of non-foreign status in accordance with the Treasury Regulations under Section 1445 of the Code in the form previously submitted to Buyer from Seller.
(h) Seller shall have delivered to Buyer the following items at the Closing:
(i) A closing certificate with respect to Seller’s obligations pursuant to Sections VIII(a) and VIII(b);
(ii) A certificate of the jurisdiction of...
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. Section 9.1 Representations, Warranties and Covenants of Seller 78 Section 9.2 Filings; Consents; Waiting Periods 78 Section 9.3 No Injunction 79 Section 9.4 No Material Adverse Change 79
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (i) the representations and warranties of Lisco contained in this Agreement shall be true and correct, in all material respects, on and as of the Closing Date, (ii) Lisco shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to the Closing Date and (iii) the Company, Lisco and the KKR Fund shall have executed and delivered the Stockholders' Agreement.
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. Section 8.1.
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. Section 1 Representations and Warranties; Covenants 36 Section 2 Filings; Consents; Waiting Periods 37 Section 3 No Injunction 37 Section 4 Resignations of Directors 37 Section 5 Share Certificates 37 Section 6 Evidence of Indebtedness 37 Section 7 Working Capital 37 Section 8 Officer's Certificate 37 Section 9 Company Affidavit 38 ARTICLE VIII
CONDITIONS OF BUYER'S OBLIGATION TO CLOSE. The transfer of title to the Shares to Buyer and the consummation of all other transactions contemplated hereby shall be subject to the fulfillment of the following conditions or the written waiver thereof by the Buyer:
(a) following the Company's sale of the real property as set forth in Section 5.1 hereof, in which the Company will realize a book profit of approximately DM 2,300,000 (in words: Deutsche Mark xxx million three hundred thousand), the Sellers shall cause the Company to record DM 2,000,000 (in words: Deutsche Mark xxx million) of that profit as an increase of its capital surplus (freie Rucklage) prior to the Effective Date and KHD shall provide to Buyer a copy of the shareholders agreement attached hereto as Exhibit B certifying that such action has been taken; and
(b) the Closing Balance Sheet shall reflect that the Company had a Net Asset Value as of the Effective Date of not less than DM 6,000,000 (in words: Deutsche Mark xxx million).
