Common use of Additional Conditions to Obligations of Parent Clause in Contracts

Additional Conditions to Obligations of Parent. The obligation of Parent to effect the Merger is, at the option of Parent, also subject to the fulfillment at or prior to the Closing Date (unless an earlier date is provided herein) of the following conditions: (a) The representations and warranties of GeoMet contained in this Agreement shall be accurate in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak specifically as of an earlier date) as of the Closing Date as though such representations and warranties had been made at and as of that time, all of the terms, covenants and conditions of this Agreement to be complied with and performed by GeoMet or the GeoMet Subsidiaries on or before the Closing Date shall have been duly complied with and performed in all material respects, and a certificate to the foregoing effect dated the Closing Date and signed by the president of GeoMet shall have been delivered to Parent; (b) Since the date of this Agreement, no Material Adverse Effect pertaining to GeoMet shall have occurred, and neither GeoMet, nor the GeoMet Subsidiaries shall have suffered any damage, destruction or loss materially and adversely affecting the properties or business of GeoMet and the GeoMet Subsidiaries as a whole, and Parent shall have received a certificate signed by the president of GeoMet dated the Closing Date to such effect; (c) The persons who will be the stockholders of the Surviving Corporation immediately following the Merger shall have entered into a stockholders’ agreement in a form agreeable to Parent; (d) Each of the stockholders of GeoMet shall have delivered a certificate to the Parent pursuant to which each such stockholder represents and warrants that such stockholder is (and immediately prior to the Effective Time will be) the sole record and beneficial owner of the shares of GeoMet Common Stock owned by such stockholder and that such shares are free and clear of all Encumbrances, other than restrictions on transfer that may be imposed by federal or state securities laws and under the Stockholders’ Agreement dated as of December 8, 2000 by and among GeoMet and its stockholders; and (e) The GeoMet Board or committee of the GeoMet Board with authority to administer the 2001 Stock Option Plan shall have taken action such that the GeoMet Options shall have converted into Parent Options in accordance with Section 1.10.

Additional Conditions to Obligations of Parent. The obligation obligations of Parent to effect consummate the Merger is, at Closing and the option of Parent, also transactions contemplated hereby shall be subject to the fulfillment at satisfaction or prior to the Closing Date (unless an earlier date is provided herein) waiver of each of the following conditions: (a) The all the representations and warranties of GeoMet the Executing Stockholders and the Company contained in this Agreement shall be accurate true and correct in all material respects as of the date of this Agreement and (except to the extent or, if such representations and warranties speak specifically as of an earlier date) are qualified by materiality, in all respects as of the Closing Date Date, with the same effect as though such representations and warranties had been made at on and as of that timesuch date (except to the extent expressly made only as of an earlier date, in which case only as of such earlier date); (b) all of the terms, covenants and conditions of set forth in this Agreement to be performed or complied with by the Executing Stockholders and performed by GeoMet or the GeoMet Subsidiaries Company on or before the Closing Date shall have been duly performed and complied with and performed in all material respects, and a certificate to the foregoing effect dated respects on or before the Closing Date and signed by the president of GeoMet shall have been delivered to ParentDate; (bc) Since the date of this Agreement, no Material Adverse Effect pertaining to GeoMet Company and the Executing Stockholders shall have occurreddelivered the notices and shall have obtained and delivered to Parent the consents and waivers with respect to the transactions contemplated herein that are set forth on Schedule 8.2(c) hereto; (d) Parent shall have received copies of each Transaction Document executed by the other Parties, as applicable, and neither GeoMet, nor the GeoMet Subsidiaries shall have suffered any damage, destruction or loss materially and adversely affecting the properties or business of GeoMet and the GeoMet Subsidiaries as a whole, and such other Persons who are parties thereto; (e) Parent shall have received a Non-Solicitation and Non-Disclosure Agreement, in the form attached hereto as Exhibit F, executed by each Executing Stockholder; (f) each director, manager and officer of each of the Centerre Companies requested by Parent shall have delivered to Parent a letter of resignation and release effective as of Closing Date; (g) with respect to the Real Property Lease for Texas Rehabilitation Hospital, Parent shall have received an estoppel certificate signed (“Lessor Estoppel”) executed by the president landlord or licensor thereunder in substantially the form attached hereto as Exhibit H; (h) the chief executive officer of GeoMet the Company shall have delivered to Parent at the Closing a certificate stating that (i) the conditions specified in Sections 8.2(a) and 8.2(b) have been fulfilled with respect to the Company, and (ii) no Material Adverse Effect shall have occurred since June 30, 2014; and each Executing Stockholder that has executed this Agreement shall have delivered to Parent a Closing Certificate stating that the conditions specified in Sections 8.2(a) and 8.2(b) have been fulfilled with respect to such Executing Stockholder; (i) the Company shall have delivered to Parent a certification (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of U.S. Treasury Regulation Section 1.897-2(h) and 1.1445-3(c); (j) the secretary or other comparable officer of each Centerre Company shall have delivered to Parent a certificate dated the Closing Date certifying (i) the certificate of incorporation, articles of organization or comparable formation document of such Centerre Company, as in effect at the time of the Closing, (ii) the current bylaws, operating agreement or comparable governing document of such Centerre Company, as in effect at the time of the Closing, (iii) only with respect to the Company, true and complete copies of resolutions adopted by the board of directors and shareholders of the Company authorizing the execution, delivery and performance of this Agreement, and (iv) certificates issued by the Secretary of State of the state where such Centerre Company was incorporated or formed certifying that the Centerre Company has legal existence and is in good standing in such state as of a date that is no earlier than fifteen (15) Business Days prior to the Closing Date. The items referenced above will be attached to such effectsecretary’s certificate; (ck) The persons who will be Parent shall have obtained new operating licenses, permits, registrations, certifications, accreditations and authorizations from Governmental Authorities that are necessary or required for the stockholders operation (in the manner currently operated) of the Surviving Corporation immediately following Target Entity Operations after completion of the Merger transactions contemplated by this Agreement as of the Effective Time (that is, under the indirect ownership of Parent) or Parent shall have entered into a stockholders’ agreement obtained assurances, satisfactory to Parent in a form agreeable to Parentits reasonably discretion, that new material operating licenses, permits, registrations, certifications, accreditations and authorizations from Governmental Authorities are not required because of the structure of the transactions contemplated by this Agreement; (di) Each all Debt shall have been satisfied in full or will be satisfied in full in accordance with a payoff letter issued by the lender of such Debt (a “Payoff Letter”), and (ii) all Encumbrances (other than Permitted Encumbrances) by or on behalf of the stockholders of GeoMet lenders thereunder shall have delivered been released and or waived in writing in accordance with a certificate Payoff Letter, all of which shall be satisfactory to Parent in its reasonable discretion; (m) Parent shall have received evidence, in form and substance reasonably acceptable to it, of the termination of any of the Contractual Obligations, agreements or other transactions set forth on Schedule 8.2(m); (n) Parent shall have received evidence, in form and substance reasonably acceptable to it, of the Company’s purchase of the Run-Off Insurance Policy; (o) no Material Adverse Effect shall have occurred since August 31, 2014 with respect to the Company, CHC or any of the following Hospitals: Mercy Rehabilitation Hospital-OKC, Mercy Rehabilitation Hospital-Springfield, Mercy Rehabilitation Hospital-St. Louis, Methodist Rehabilitation Hospital and Texas Rehabilitation Hospital; and subject to Section 7.12, none of such Hospitals shall have experienced a Material Loss; (p) Parent pursuant shall have received satisfactory evidence that the Persons identified on Schedule 5.15 of the Disclosure Schedules as having authority to which draw upon or otherwise have access to the bank accounts listed thereon shall no longer have any authority over or access to such bank accounts effective upon the Closing; (q) Parent shall have received evidence, in form and substance reasonably acceptable to it, the consents and waivers with respect to the transactions contemplated herein that are set forth on Schedule 8.2(q) hereto; (r) during the period commencing as of the date of this Agreement and ending on the Closing Date, none of the Joint Ventures shall have made any distributions to its respective members outside the ordinary course of business consistent with past practice; (s) each holder of Stock Options who is a Plan Participant shall have executed and delivered to Parent a Participant Cancellation Letter, duly executed by each such stockholder represents holder and warrants that the Company; (t) each holder of Stock Options who is not a Plan Participant shall have executed and delivered to Parent a Non-Participant Cancellation Letter, duly executed by each such stockholder is holder and the Company; (u) each Non-Owner Participant shall have executed and immediately prior delivered to Parent a Participant Agreement, duly executed by each such holder and the Effective Time will beCompany; (v) each Person in the sole record Principal Stockholder Group shall have executed and beneficial owner delivered to Parent a Letter of Transmittal and the Voting Agreement in accordance with Section 7.14; (w) not more than five percent (5%) of the shares of GeoMet Common Stock owned by such stockholder and that such shares are free and clear of all Encumbrances, other than restrictions on transfer that may Company Shares shall be imposed by federal or state securities laws and under the Stockholders’ Agreement dated as of December 8, 2000 by and among GeoMet and its stockholdersDissenting Shares; and (ex) The GeoMet Board or committee of the GeoMet Board with authority to administer the 2001 Stock Option Plan applicable Target Entity(ies) shall have taken action such that made each self-disclosure or voluntary refund required to be made by them to the GeoMet Options shall have converted into Parent Options in accordance with extent required pursuant to Section 1.107.15(a) or Section 7.17.

Additional Conditions to Obligations of Parent. The obligation obligations of Parent to effect the Merger is, at the option of Parent, are also subject to the fulfillment at or prior to the Closing Date (unless an earlier date is provided herein) of the following conditions: (a) The the representations and warranties of GeoMet contained the Company set forth in Article 3 of this Agreement shall be accurate true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak specifically Effective Time as of an earlier date) as of the Closing Date as though such representations and warranties had been if made at and as of the Effective Time, and the Company shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time. A representation or warranty that time, all is expressly subject to a materiality limitation shall not be subject to a further materiality limitation as a result of the terms, covenants and conditions use of this Agreement to be complied with and performed by GeoMet or the GeoMet Subsidiaries on or before the Closing Date shall have been duly complied with and performed phrase "in all material respects" in the preceding sentence; (b) the Company shall have furnished to Parent a certificate, executed by an appropriate executive officer, certifying that (A) an appropriate inquiry has been made of the executive officers and employees of the Company, and after completion of such inquiry, neither the Company nor any of the individuals executing such certificate has any reason to believe that the conditions set forth in Section 6.3(a) have not been fulfilled, and (B) the representations and warranties made by the Company in this Agreement are true and correct as of the Effective Time and that the Company has complied with all of the covenants of the Company set forth in this Agreement; (c) the Company shall have furnished to Parent (i) a copy of the text of the resolutions by which the board of Directors and shareholders of the Company approved this Agreement (including, without limitation, the plan of merger contained herein) and the Merger; (ii) a certificate executed on behalf of the Company by its corporate secretary certifying to Parent that such copy is a true, correct and complete copy of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; and (iii) an incumbency certificate executed on behalf of the Company by its corporate secretary certifying the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (d) Parent shall not have discovered any fact or circumstance existing as of the date of this Agreement which has not been disclosed in writing to Parent by the Company as of the date of this Agreement regarding the business, assets, properties, condition (financial or otherwise), results of operations or prospects of the Company which is, individually or in the aggregate with other such facts and circumstances, materially adverse to the foregoing effect dated Company taken as a whole, or to the Closing Date value of the shares of Company Common Stock; (e) the Company shall not have received written objections to the Merger pursuant to applicable Arizona Law covering more than 5% of the shares of Company Common Stock outstanding immediately prior to the Effective Time; (f) M & I First American National Bank, the provider of debt financing to Company (the "M&I LOAN"), or Joseph L. Simek if he elects to assume the M&I Loan, shall have xxxxxxxxx xx the Merger and signed by shall have agreed to subordinate its security interest in the president assets of GeoMet the Company to Parent's accounts receivable lenders; (g) James Martin shall have entered into a Noncompetition Agreement in xxx xxxx xf EXHIBIT "A" hereto; (h) Parent shall be satisfied that the transactions contemplated hereby may be accounted for as a pooling of interests; (i) Any and all loans from the Company to any Shareholder or any Affiliate of the Company shall have been repaid to the Company in full, and documentation evidencing such repayment, in form and substance satisfactory to Parent, shall have been delivered to Parent; (b) Since the date of this Agreement, no Material Adverse Effect pertaining to GeoMet shall have occurred, and neither GeoMet, nor the GeoMet Subsidiaries shall have suffered any damage, destruction or loss materially and adversely affecting the properties or business of GeoMet and the GeoMet Subsidiaries as a whole, and Parent shall have received a certificate signed by the president of GeoMet dated the Closing Date to such effect; (c) The persons who will be the stockholders of the Surviving Corporation immediately following the Merger shall have entered into a stockholders’ agreement in a form agreeable to Parent; (d) Each of the stockholders of GeoMet shall have delivered a certificate to the Parent pursuant to which each such stockholder represents and warrants that such stockholder is (and immediately prior to the Effective Time will be) the sole record and beneficial owner of the shares of GeoMet Common Stock owned by such stockholder and that such shares are free and clear of all Encumbrances, other than restrictions on transfer that may be imposed by federal or state securities laws and under the Stockholders’ Agreement dated as of December 8, 2000 by and among GeoMet and its stockholders; and (ej) The GeoMet Board or committee Any and all loans from any Shareholder to the Company, except for that certain loan from M&I First American National Bank in the aggregate amount of Four Hundred Thousand and no/100 Dollars ($400,000.00) that was assumed by Joseph L. Simek in connection with the GeoMet Board with authority to administer the 2001 Stock Option Plan transactions contemplated xx xxxx Xxxxxxent, shall have taken action such that been extinguished in full or otherwise satisfied in a manner satisfactory to Parent, and documentation evidencing the GeoMet Options same, in form and substance satisfactory to Parent, shall have converted into Parent Options in accordance with Section 1.10been delivered to Parent.