Form Apa - Asset Purchase Agreement Page 25
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ARTICLE VIII
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CONDITIONS TO BUYER'S OBLIGATIONS
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The obligations of Buyer to consummate the transactions provided for hereby are
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subject to the satisfaction, on or prior to the Closing Date, of each of the following
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conditions, any of which may be waived by Buyer:
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8.1
Representations, Warranties and Covenants
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All representations and warranties of Seller contained in this Agreement shall be
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true and correct in all material respects at and as of the date of this Agreement and at and
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as of the Closing Date, and Seller shall have performed and satisfied in all material
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respects all agreements and covenants required hereby to be performed by it prior to or
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on the Closing Date.
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8.2
No Actions or Court Orders
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No Action by any governmental authority or Court Order shall have been
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instituted enjoining or seeking to enjoin or otherwise prevent the transactions
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contemplated by this Agreement or the Ancillary Agreements.
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8.3
Certificates
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Seller shall furnish Buyer with such certificates of its officers and others to
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evidence compliance with the conditions set forth in this Article VIII as may be
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reasonably requested by Buyer.
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8.4
Corporate Documents
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Buyer shall have received from Seller copies of resolutions adopted by the board
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of directors of Seller, approving this Agreement and the Ancillary Agreements to which it
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is a party and the transactions contemplated hereby and thereby, certified by Seller's
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corporate secretary or assistant secretary.
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8.5
Seller's Deliveries
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Seller shall have executed and delivered each of the documents set forth in
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Section 3.2(a).
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ARTICLE IX
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ACTIONS BY SELLER AND BUYER AFTER THE CLOSING
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9.1
Tax Matters
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Seller and Buyer shall (a) each provide the other with such assistance as may
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reasonably be requested by any of them in connection with the preparation of any return,
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audit, or other examination by any taxing authority or judicial or administrative
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proceedings relating to Liability for Taxes, (b) each retain and provide the other with any
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