KWK » Topics » Seller’s Closing Conditions

This excerpt taken from the KWK 8-K filed May 19, 2009.
Seller’s Closing Conditions.  The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:
(a)           Representations, Warranties and Covenants.  The (i) representations and warranties of Buyers contained in this Agreement shall be true and correct in all material respects (and in all respects, in the case of representations and warranties which are qualified by the requirement of materiality or a material adverse effect) on and as of the Closing Date as though made as of the Closing Date, and (ii) covenants and agreements of Buyers to be performed on or before the Closing Date in accordance with this Agreement shall have been duly



performed in all material respects (and in all respects, in the case of covenants and agreements which are qualified by the requirement of materiality).
(b)           Officer’s Certificates.  Seller shall have received a certificate dated as of the Closing Date, (i) executed on behalf of each Buyer by a duly authorized officer of such Buyer, to the effect that the conditions set forth in subsection (a) of this Section 10.1 have been satisfied, and (ii) attached to which are true and correct copies of the resolutions of the Board of Directors or other equivalent governing body of such Buyer authorizing the execution, delivery, and performance by such Buyer of this Agreement and the transactions contemplated hereby.
(c)           Closing Documents.  On or prior to the Closing Date, Buyers shall have delivered, or be standing ready to deliver at Closing, all agreements, instruments and other documents required to be delivered by Buyers pursuant to Section 11.3.
(d)           No Action.  On the Closing Date, no Action (excluding any such matter initiated by Seller or any of its Affiliates) shall be pending or threatened seeking to enjoin or restrain the consummation of the Closing or recover damages from Seller or any Affiliate of Seller resulting therefrom.
Section 10.2                                
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