SEC Filings
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| SC 13D/A | |
| HRG GROUP, INC. filed this Form SC 13D/A on 10/26/2016 | |
| Entire Document | |
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ARTICLE IV CLOSING CONDITIONS 4.1 Conditions to the Purchaser’s Obligation to Purchase. Each Seller acknowledges that the Purchaser’s obligation to pay to such Seller the applicable portion of the Purchase Price in exchange for such Purchaser’s Shares set forth in Section 1.2 at the Closing is conditioned upon satisfaction of the following conditions precedent at or before the Closing (any or all of which may be waived by the Purchaser in its sole discretion): (a)each Seller has delivered the applicable Shares to the Purchaser or its designated account in suitable form for transfer, together with a properly completed and executed Form W-8 or W-9 or other applicable form or statement (all as specified in Section 1.4); and (b)the representations and warranties of the Sellers contained in this Agreement shall have been true and correct at the time of execution of this Agreement and shall be true and correct in all material respects as of the Closing as if given on and as of the Closing (except for representations and warranties expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date). 4.2 Conditions to the Sellers’ Obligation to Sell. The Purchaser acknowledges that each Seller’s obligation to sell and deliver to the Purchaser the respective Shares for the applicable portion of the Purchase Price at the Closing is conditioned upon satisfaction of the following conditions precedent at or before the Closing (any or all of which may be waived by the Sellers in their sole discretion): (a) the Purchaser has delivered the applicable portion of the Purchase Price to each Seller or its designated account; and (b) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct at the time of execution of this Agreement and shall be true and correct in all material respects as of the Closing as if given on and as of the Closing (except for representations and warranties expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date). ARTICLE V MISCELLANEOUS PROVISIONS 5.1 Entire Agreement; Binding Effect. This Agreement constitutes the entire agreement, arrangement and understanding, whether written or oral, among the Parties (or any of them) concerning the subject matter of this Agreement and the transactions contemplated hereby, and it supersedes all prior and/or contemporaneous agreements, arrangements and understandings, if any, whether written or oral, among the Parties (or any of them) concerning such subject matter and transactions. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective permitted successors and permitted assigns. 5.2 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned any Party without the prior written consent of other Parties. 5.3 Amendment and Modification. This Agreement may only be amended, modified or supplemented at any time by the Parties pursuant to a further instrument signed by all Parties and specifically referring to this Agreement. 5.4 No Waivers. Except as otherwise expressly provided in this Agreement, no failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy hereunder by any Party, and no course of dealing between or among the Parties, shall constitute a waiver of any such right, power or remedy. No waiver by a Party of any default, misrepresentation, or breach of warranty, acknowledgement or covenant under this Agreement, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty, acknowledgement or covenant under this Agreement or affect in any way any rights arising by virtue of any such prior or subsequent occurrence. No waiver shall be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced. 5.5 Notices. Unless otherwise provided in this Agreement, all notices and other communications under this Agreement shall be in writing and may be given by any of the following methods: (a) personal delivery; or (b) overnight delivery service by Federal Express or an equivalent, recognized courier service. Such notices and communications shall be sent to the appropriate Party at its address given below or at such other address for such Party as shall be specified by notice given under this Agreement (and shall be deemed given upon receipt by such Party or upon actual delivery to the appropriate address): (a) if to the Sellers, to: [______] 4 | |
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