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    • (b)

      Seller shall have performed in all material respects the obligations required to be performed by it under this Agreement;

    • (c)

      Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on Company;

    • (d)

      Seller and Company shall have delivered to Buyer a certificate to the effect that each of the conditions specified in (a), (b) and

  • (c)

    above is satisfied in all respects;

    • (e)

      Seller shall have delivered to Buyer a certificate duly executed by Seller certifying that Seller is not a foreign person for

purposes of FIRPTA such that Buyer will not be required to withhold any portion of the Purchase Price;

(f) Seller shall have delivered to Buyer evidence of the resignations of the officers and directors of Company and Company Subsidiaries effective prior to or as of the Closing;

  • (g)

    Buyer shall have successfully consummated the bridge financing pursuant to the Commitment Letter;

  • (h)

    Seller shall have executed and delivered a copy of the Escrow Agreement and performed all actions required to be performed

simultaneously with the execution of such agreement.

Section 6.3 Conditions to Obligations of Seller . The obligations of Seller to effect the transactions contemplated by this Agreement at Closing are further subject to satisfaction, or waiver by Seller, of the following conditions at or prior to the Closing:

(a) (i) The representations and warranties of Buyer and Parent in Sections 4.2 ( Authority for Agreement ), 4.10 ( Validity of Shares; Listing ) and 4.11 ( Capitalization ) of this Agreement 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); (ii) the representations and warranties of Buyer and Parent in the first sentence of Section 4.1(a) ( Organization and Good Standing ) and Section 4.3(a) ( 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 Buyer and Parent 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 Buyer Material Adverse Effect or Parent Material Adverse Effect;

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