Conditions to Obligations to Close Clause Samples
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Conditions to Obligations to Close. A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;
(1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing;
(2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing;
(3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business;
(4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”);
(5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects;
(6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and
(7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.
Conditions to Obligations to Close. 9.1 Conditions to Aspec's Obligation to Close. The obligations of Aspec to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(a) the representations and warranties of SIS and the Majority Shareholders set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date;
(b) SIS and the Majority Shareholders shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing;
(c) SIS shall have obtained such of the third party consents listed on Section 5.4 of the SIS Disclousre Schedule as may be mutually agreed to by Aspec and SIS;
(d) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator (other than such an action initiated by Aspec or Merger Sub) wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect materially and adversely the right of Aspec or Merger Sub to control SIS following the Effective Time of the Merger, and no law, statute, ordinance, rule, regulation or order shall have been enacted, enforced or entered which has caused or will likely cause any of the effects under clause (A), (B) or (C) of this Section 9.1(d) to occur.
(e) the President and the Chief Financial Officer of SIS and the Majority Shareholders shall have delivered to Aspec a certificate to the effect that each of the conditions specified above in Section 9.1(a) to 9.1(d) (inclusive) is satisfied in all material respects;
(f) No Material Adverse Effect shall have occurred with respect to SIS;
(g) Aspec shall have received from counsel to SIS and the Majority Shareholders an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Aspec, and dated as of the Closing Date;
(h) this Agreement and the Merger shall have been approved by the vote of the holders of at least 90% of the outstanding shares of Common Stock of SIS.
(i) certain outstanding indebtedness of SIS in the amount of $85,000 payable to a SIS shareholder shall have been repaid or canceled;
(j) all outstanding options, convertible securities and oth...
Conditions to Obligations to Close. Conditions to Obligation of the Buyer and Parent. The obligation of the Buyer and Parent to consummate the Acquisition is subject to the satisfaction or waiver by the Buyer and Parent of the following conditions:
(a) The representations and warranties of the Seller and the Company set forth in this Agreement will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date unless waived by the Buyer.
(b) Seller and the Company will have performed all covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of Seller and the Company to consummate the Acquisition or perform its other obligations hereunder.
(c) The parties hereto will have received all other authorizations, consents and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Notwithstanding anything stated to the contrary herein, the authorizations, consents and approvals of Buyer by the California Department of Alcohol Beverage Control or the United States Alcohol Tobacco Tax & Trade Bureau shall not be a condition of either party’s obligation to close; provided that Seller shall use best efforts to cooperate with Buyer to receive such authorizations, consents and approvals promptly following the Closing, provided however, Seller shall not be required to incur any cost or expense with such cooperation.
(d) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect.
(e) The Sellers shall have obtained and delivered to Buyer pay-off letters and releases of the Liens relating to indebtedness from any persons who hold secured indebtedness of any of the Company at the Closing, and such payoff letters shall be in form and substance reasonably satisfactory to Buyer.
(f) The Ancillary Agreements shall have been executed and delivered.
(g) The Seller shall have delivered to Buyer any consents required under the Contracts.
(h) The Company shall have delivered evidence reasonably satisfactor...
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
(a) At Closing, Seller will cause the Title Company to issue (or commit irrevocably and unconditionally to issue) to Purchaser an owner’s policy of title insurance in accordance with the requirements of the Commitment subject only to the Permitted Exceptions (the “Title Policy”).
(b) The representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller will so certify.
(c) Seller shall have performed the agreements, covenants and obligations made and contained in this Agreement to be performed or complied with by Seller on or before the Closing Date.
(d) Delivery of sole and exclusive possession of the Property to Purchaser subject only to the Permitted Exceptions.
Conditions to Obligations to Close. Section 8.1 Conditions to Obligation of Each Party to Close 94 Section 8.2 Conditions to Purchaser’s Obligation to Close 95 Section 8.3 Conditions to Parent’s Obligation to Close 95
Conditions to Obligations to Close. 10.1 In addition to any other condition precedent or contingencies in favor of Purchaser as may be expressly set forth elsewhere in this Agreement, the obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions (the “Purchaser Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion: (i) the representations and warranties of Seller made herein shall be true and correct in all material respects as of the date made and shall remain and be true and correct as of the Closing Date in all material respects as though such representations and warranties were made at and as of the Closing Date, (ii) Seller shall have delivered all of the documents and other items required pursuant to this Agreement and Seller shall have performed all of its covenants, agreements and obligations hereunder, and at Closing, Seller shall be the sole fee owner of the entirety of the Property; (iii) Seller shall have caused Tenant to execute and deliver the Lease in the form attached as Exhibit C-1, with any blanks completed, dates inserted and other changes (if any) which are mutually agreed upon by Seller and Purchaser, which Lease shall provide, inter alia, that (a) the Lease is a net lease, (b) the base annual rental payable under the Lease for the first lease year is not less than $3,375,418.99 (or $3,820,375,000.00, if the Battery Storage Property is included in the Property as provided in Section 2.4 above); (c) the base annual rental under the Lease shall increase by three percent (3%) annually, and (d) the Lease is for a twenty (20) year initial lease term, with three 10-year renewal options; (iv) Seller shall be solvent and not in receivership, and shall not have committed any act of bankruptcy or have made or suffered a fraudulent conveyance; (v) no action or proceeding shall be pending or contemplated by or against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have attached to, threatened to be attached to, or have been issued with respect to Seller’s interest in any of the Property or any portion thereof (other than liens in existence as of the Effective Date and/or which are included in Seller’s Required Removal Items under this Agreement); (vi) the environmental, legal and physical condition of the Property on the Closing Da...
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
Conditions to Obligations to Close. Section 9.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the Sale shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
Conditions to Obligations to Close. 8 6.1 Conditions to Obligations of Shareholders to Close...........8 6.2 Conditions to Obligations of HARVARD.........................8 7 INDEMNIFICATION..............................................8 7.1 Indemnification..............................................8 7.2 Indemnification..............................................8 7.3 Notice and Opportunity to Defend.............................9
Conditions to Obligations to Close. 89 SECTION 7.1 Conditions to Each Party’s Obligation to Effect the Merger...................................................... 89 SECTION 7.2 Conditions to Obligations of Spartan Stores and Merger Sub to Effect the Merger.................................................................................................................... 90 SECTION 7.3 Conditions to Obligations of ▇▇▇▇-▇▇▇▇▇ to Effect the Merger.................................................. 91 ARTICLE VIII.... TERMINATION; AMENDMENT; WAIVER.................................................................................... 92 SECTION 8.1 Termination of Agreement....................................................................................................... 92 SECTION 8.2 Effect of Termination............................................................................................................... 95