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Section 5.14 Purchase Price Application . Seller and Buyer agree to apply the Purchase Price as contemplated by Section 2.2(a).

ARTICLE VI CONDITIONS

Section 6.1 Conditions to the Obligation of Each Party . The respective obligations of Buyer and Seller to effect the transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived in writing by all parties:

(a) No applicable Law or Judgment shall be and remain in effect which has the effect of prohibiting the consummation of the

transactions contemplated by this Agreement; provided , however , that the party asserting such condition shall have used its reasonable best efforts to prevent the entry of any such Judgment and to appeal as promptly as practicable any such Judgment that may be entered and shall have otherwise complied with its obligations set forth herein; and

(b) Other than those consents identified in Section 3.11(b) of the Disclosure Schedules, all consents, approvals and authorizations of Governmental Entities set forth on Exhibit 6.1(b), and all filings with and notifications of Governmental Entities, necessary on the part of Buyer, Parent, Seller, Company or their respective Affiliates as set forth on Exhibit 6.1(b), with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been obtained or effected.

Section 6.2 Conditions to Obligations of Buyer . The obligations of Buyer to effect the transactions contemplated by this Agreement at Closing are subject to the satisfaction, or waiver by Buyer, of the following conditions at or prior to the Closing:

(a) (i) The representations and warranties of Seller and Company contained in Sections 3.2(a), (b) and (d) ( Capitalization and Title to Shares ) and 3.3 ( Authority for Agreement ) of this Agreement shall be true and correct as of the date of this Agreement and as of Closing as though made on the date of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date); (ii) the representations and warranties of Seller and Company contained in the first sentence of Section 3.1(b) ( Organization and Standing ) and Section 3.4(a) (i) ( No Conflict ) of this Agreement shall be true and correct in all material respects both as of the date of this Agreement and as of Closing as though made on the date of the Closing and (iii) the representations and warranties of Seller and Company in this Agreement (other than the representations and warranties identified in clauses (i) and (ii)) shall be true and correct both as of the date of this Agreement and as of Closing as though made on the date of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure of the representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and could not reasonably be expected to have a Material Adverse Effect on Company;

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