Conditions Precedent to Closing of Buyer. Each and every obligation of the Buyer to enter into and complete Closing is subject, at Buyer’s option, to the fulfillment and satisfaction of each of the following conditions: 7.1.1 The representations and warranties of Aspen Youth, each of the Aspen Companies and Parent contained in this Agreement will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Schedules to this Agreement will be complete, accurate and current on and as of the Closing Date. Aspen Youth, each of the Aspen Companies and Parent will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Aspen Youth, each of the Aspen Companies and Parent will have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer or manager of Aspen Youth, each of the Aspen Companies and Parent to the foregoing effect. 7.1.2 No action, suit or proceeding will have been instituted before any court or governmental body or instituted or threatened by any Person which could materially affect the Assets, Obligations, financial condition or prospects of each of the Aspen Companies or restrain or prevent the carrying out of the transactions contemplated hereby or seek damages in connection with such transactions. 7.1.3 Buyer’s Board of Directors shall have authorized the consummation of the transactions contemplated by this Agreement. 7.1.4 All of the Consents set forth on Schedule 3.2 shall have been obtained and/or made, as the case may be, and shall be in full force and effect. 7.1.5 No Material Adverse Change shall have occurred to the Business, Assets, Obligations, operations, or financial condition of each of the Aspen Companies from and as of the date of the Unaudited Balance Sheet Date to the Closing Date. 7.1.6 College shall have been awarded contracts reasonably satisfactory to Buyer with Xxxx County, California as set forth on Schedule 7.1.6. 7.1.7 Xxxx County, California authorized officials shall have consented to the transactions contemplated herein, to the reasonable satisfaction of the Buyer. 7.1.8 Orange County, California authorized officials shall have consented to the transactions contemplated herein, to the reasonable satisfaction of the Buyer. 7.1.9 Any and all Obligations of each of the Aspen Companies due to Aspen Youth or its Related Parties, other than the Aspen Companies (collectively referred to as the “Aspen Youth Obligations”), shall have been paid off, forgiven or eliminated in full satisfaction of such Obligation(s) on or prior to the Closing Date. 7.1.10 Buyer’s senior lender, Healthcare Business Credit Corporation, shall have consented to the transactions contemplated herein. 7.1.11 Aspen Youth and Choices shall have completed the transfer of the direct subsidiaries of Choices to Aspen Youth or its designee, as provided in Section 6.8. 7.1.12 The deliveries set forth in Section 8.1 shall have occurred.
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Conditions Precedent to Closing of Buyer. Each and every obligation of the Buyer to enter into the Transaction and complete the Closing is subject, at Buyer’s 's option, to the fulfillment and satisfaction of each of the following conditions:
7.1.1 The representations and warranties of Aspen Youth, each of the Aspen Companies Company and Parent Seller contained in this Agreement will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The shareholders of Seller shall have approved this Agreement and the transactions contemplated herein. The Schedules to this Agreement will be complete, accurate and current on and as of the Closing Date. Aspen Youth, each of Seller and the Aspen Companies and Parent Company will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Aspen Youth, each of Seller and the Aspen Companies and Parent Company will have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer or manager of Aspen Youth, each the [Presidents] of the Aspen Companies Company and Parent Seller to the foregoing effect.;
7.1.2 No action, suit or proceeding will have been instituted before any court or governmental body Governmental Body or instituted or threatened by any Person which could materially affect the Assets, Obligations, financial condition or prospects of each of the Aspen Companies Company or restrain or prevent the carrying out of the transactions contemplated hereby or seek damages in connection with such transactions.;
7.1.3 Buyer’s Board of Directors shall have authorized the consummation of All necessary approvals and/or filings for the transactions contemplated hereby to be obtained and/or made by this Agreement.
7.1.4 All of the Consents set forth on Schedule 3.2 shall Company and Seller will have been obtained and/or made, as the case may be, and shall be in full force and effect.
7.1.5 No Material Adverse Change shall have occurred to the Business, Assets, Obligations, operations, or financial condition of each of the Aspen Companies from and as of the date of the Unaudited Balance Sheet Date to the Closing Date.
7.1.6 College shall have been awarded contracts reasonably satisfactory to Buyer with Xxxx County, California as set forth on Schedule 7.1.6.
7.1.7 Xxxx County, California authorized officials shall have consented to the transactions contemplated herein, to the reasonable satisfaction of the Buyer.
7.1.8 Orange County, California authorized officials shall have consented to the transactions contemplated herein, to the reasonable satisfaction of the Buyer.
7.1.9 Any and all Obligations of each of the Aspen Companies due to Aspen Youth or its Related Parties, other than the Aspen Companies (collectively referred to as the “Aspen Youth Obligations”), shall have been paid off, forgiven or eliminated in full satisfaction of such Obligation(s) on or prior to the Closing Date.
7.1.10 Buyer’s senior lender, Healthcare Business Credit Corporation, shall have consented to the transactions contemplated herein.
7.1.11 Aspen Youth and Choices shall have completed the transfer of the direct subsidiaries of Choices to Aspen Youth or its designee, as provided in Section 6.8.
7.1.12 The deliveries set forth in Section 8.1 shall have occurred.;
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Samples: Stock Purchase Agreement (Warp Technology Holdings Inc)
Conditions Precedent to Closing of Buyer. Each and every obligation of the Buyer to enter into and complete Closing is subject, at Buyer’s option, to the fulfillment and satisfaction of each of the following conditions:
7.1.1 The representations and warranties of Aspen YouthSeller and each of the AlphaCare Companies, each of the Aspen Companies and Parent which contained in this Agreement Agreement, will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Schedules to this Agreement will be complete, accurate and current on and as of the Closing Date. Aspen Youth, Seller and each of the Aspen AlphaCare Companies and Parent will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Aspen Youth, each of Seller and the Aspen AlphaCare Companies and Parent will have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer or manager of Aspen Youth, each of the Aspen Companies and Parent to the foregoing effect.
7.1.2 There will not have occurred material damage to the Assets or the Business of any of the AlphaCare Companies.
7.1.3 No action, suit or proceeding will have been instituted before any court or governmental body or instituted or threatened by any Person which could materially affect the Assets, Obligations, financial condition or prospects of each any of the Aspen AlphaCare Companies or restrain or prevent the carrying out of the transactions contemplated hereby or seek damages in connection with such transactions.
7.1.3 7.1.4 Buyer’s Board of Directors shall have authorized the consummation of the transactions contemplated by this Agreement.
7.1.4 All 7.1.5 Buyer shall have received the consolidated, unaudited, internally prepared balance sheet of each of the Consents set forth AlphaCare Companies prepared on Schedule 3.2 shall an accrual basis in accordance with GAAP as of the close of business August 31, 2005 and September 20, 2005.
7.1.6 All necessary approvals and/or filings (including Consents) for the transactions contemplated hereby to be obtained and/or made by each of the AlphaCare Companies will have been obtained and/or made, as the case may be, and shall be in full force and effect. Seller shall use commercially reasonable efforts to obtain such approvals and Consents.
7.1.5 7.1.7 No Material Adverse Change shall have occurred to the Business, Assets, Obligations, operations, or financial condition (including working capital) of each any of the Aspen AlphaCare Companies from and as of the date of the Unaudited Balance Sheet Date to the Closing Date.
7.1.6 College 7.1.8 The satisfactory completion, as determined by the Buyer’s reasonable discretion, of Buyer’s due diligence regarding each of the AlphaCare Companies and any related transaction.
7.1.9 Each of the AlphaCare Companies shall have been awarded contracts reasonably satisfactory to Buyer with Xxxx County, California as set forth on Schedule 7.1.6.
7.1.7 Xxxx County, California authorized officials shall have consented to the consummation of the transactions contemplated herein, to the reasonable satisfaction by this Agreement by proper approval of the Buyerits equity owners and directors.
7.1.8 Orange County, California authorized officials shall have consented to the transactions contemplated herein, to the reasonable satisfaction of the Buyer.
7.1.9 7.1.10 Any and all Obligations of each of the Aspen Companies AlphaCare Companies:
7.1.10.1 due to Aspen Youth any employee or its other Person under any employee retention or bonus plan or for severance, parachute or employee closing bonuses shall have been paid off by the AlphaCare Companies in full satisfaction of such Obligation(s) on or prior to the Closing Date;
7.1.10.2 due to Seller or their Related Parties, other than the Aspen Companies Parties or affiliates (collectively referred to as the “Aspen Youth Seller Obligations”), ) shall have been paid off, forgiven off by the AlphaCare Companies in full satisfaction of such Obligation(s) on or eliminated prior to the Closing Date; and
7.1.10.3 which constitute long-term debt (including the current portion of any long-term debt) shall have been paid off by the AlphaCare Companies in full satisfaction of such Obligation(s) on or prior to the Closing Date.
7.1.10 7.1.11 The AlphaCare Companies’ fixed asset value shall be at least equivalent of its fixed asset value as of December 31, 2004 plus any fixed assets acquired thereafter less normal depreciation and ordinary wear and tear.
7.1.12 Buyer’s senior lender, Healthcare Business Credit CorporationHBCC, shall have consented to the transactions contemplated herein. Buyer shall use commercially reasonable efforts to obtain such consent.
7.1.11 Aspen Youth and Choices shall have completed the transfer 7.1.13 Each of the direct subsidiaries of Choices AlphaCare Companies’ pre-transaction professional and general liability insurance will continue to Aspen Youth or its designee, as provided be in Section 6.8full force and effect to the Closing Date.
7.1.12 7.1.14 Landlord waivers and/or estoppel certificates for the leased premises of the AlphaCare Companies, to the satisfaction of Buyer.
7.1.15 The deliveries set forth in Section 8.1 shall have occurred.
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Conditions Precedent to Closing of Buyer. Each and every obligation of the Buyer to enter into and complete Closing is subject, at Buyer’s option, to the fulfillment and satisfaction of each of the following conditions:
7.1.1 The representations and warranties of Aspen YouthSeller, Shareholders, Guarantor and each of the Maple Companies, each of the Aspen Companies and Parent which contained in this Agreement Agreement, will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Schedules to this Agreement will be complete, accurate and current on and as of the Closing Date. Aspen YouthSeller, Shareholders, Guarantor and each of the Aspen Maple Companies and Parent will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Aspen YouthSeller, each of Shareholders, Guarantor and the Aspen Maple Companies and Parent will have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer or manager of Aspen Youth, each of the Aspen Companies and Parent to the foregoing effect.
7.1.2 There will not have occurred material damage to the Assets or the Business of any of the Maple Group.
7.1.3 No action, suit or proceeding will have been instituted before any court or governmental body or instituted or threatened by any Person which could materially affect the Assets, Obligations, financial condition or prospects of each any of the Aspen Companies Maple Group or restrain or prevent the carrying out of the transactions contemplated hereby or seek damages in connection with such transactions.
7.1.3 7.1.4 Buyer’s Board of Directors shall have authorized the consummation of the transactions contemplated by this Agreement.
7.1.4 All 7.1.5 Buyer shall have received the consolidated, unaudited, internally prepared balance sheet of each of the Consents set forth Maple Group prepared on Schedule 3.2 shall an accrual basis in accordance with GAAP as of July 31, 2005 together with the statement of earnings for the July 31, 2005 seven month period then ended.
7.1.6 All necessary approvals and/or filings (including Consents) for the transactions contemplated hereby to be obtained and/or made by each of the Maple Group will have been obtained and/or made, as the case may be, and shall be in full force and effect.
7.1.5 7.1.7 No Material Adverse Change shall have occurred to the Business, Assets, Obligations, operations, or financial condition of each any of the Aspen Companies Maple Group from and as of the date of the Unaudited Balance Sheet Date to the Closing Date.
7.1.6 College shall have been awarded contracts reasonably 7.1.8 The satisfactory to Buyer with Xxxx Countycompletion, California as set forth on Schedule 7.1.6.
7.1.7 Xxxx Countydetermined by the Buyer’s sole and absolute discretion, California authorized officials shall have consented to of Buyer’s due diligence regarding each of the Maple Group and any related transaction, including without limitation, Buyer’s review of the tax implications of the transactions contemplated hereinhereby.
7.1.9 Buyer shall have obtained binding commitments necessary to finance all of the transactions contemplated by this Agreement and each of the Maple Group’s working capital needs, to in the reasonable satisfaction sole determination of the Buyer.
7.1.8 Orange County, California authorized officials 7.1.10 Each of the Maple Group shall have consented to authorized the consummation of the transactions contemplated herein, to the reasonable satisfaction by this Agreement by proper approval of the Buyerits equity owners and directors.
7.1.9 7.1.11 Any and all Obligations of each of the Aspen Companies Maple Companies:
7.1.11.1 due to Aspen Youth any employee or its other Person under any employee retention or bonus plan or for severance, parachute or employee closing bonuses shall have been paid off by the Maple Companies in full satisfaction of such Obligation(s) on or prior to the Closing Date;
7.1.11.2 due to Seller and/or Shareholders or their Related Parties, other than the Aspen Companies Parties or affiliates (collectively referred to as the “Aspen Youth Seller Obligations”), ) shall have been paid off, forgiven off by the Maple Companies in full satisfaction of such Obligation(s) on or eliminated prior to the Closing Date; and
7.1.11.3 which constitute long-term debt (including the current portion of any long-term debt) shall have been paid off by the Maple Companies in full satisfaction of such Obligation(s) on or prior to the Closing Date.
7.1.10 7.1.12 Any and all Obligations of MS Colorado and MS Oregon which constitute long-term debt (including any portion of any long-term debt) shall have been paid off in full satisfaction of such Obligation(s) on or prior to the Closing Date.
7.1.13 The Maple Companies’ fixed asset value shall be at least equivalent of its fixed asset value as of December 31, 2004 plus any fixed assets acquired thereafter less normal depreciation.
7.1.14 Buyer’s senior lender, Healthcare Business Credit CorporationHBCC, shall have consented to the transactions contemplated herein.
7.1.11 Aspen Youth 7.1.15 Each of the Maple Group’s pre-transaction professional and Choices general liability insurance will continue to be in full force and effect to the satisfaction of the Buyer, or Buyer is able to procure new professional and liability insurance that is acceptable in all respects to each of the Maple Group’s payers, as applicable.
7.1.16 The Maple Companies shall have completed caused the transfer cancellation of the direct subsidiaries of Choices real estate lease for the Las Vegas condominium with no Obligation to Aspen Youth or its designee, as provided in Section 6.8the Maple Companies.
7.1.12 7.1.17 MS Colorado and MS Oregon shall have entered into management agreements with the Maple Companies, to the satisfaction of the Buyer.
7.1.18 MS Colorado and MS Oregon shall have appointed new directors and officers to the Buyer’s satisfaction.
7.1.19 Buyer shall have received satisfactory documentary evidence that any and all Obligations to MS Colorado’s and MS Oregon’s directors shall have been paid in full and any future payment Obligations to such directors shall have been terminated.
7.1.20 Buyer shall have received satisfactory documentary evidence that any and all management services liabilities of MS Colorado to Maple Services shall have been forgiven and released in full.
7.1.21 The deliveries set forth in Section 8.1 shall have occurred.
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Conditions Precedent to Closing of Buyer. Each and every obligation of the Buyer to enter into and complete Closing is subject, at Buyer’s option, to the fulfillment and satisfaction of each of the following conditions:
7.1.1 The representations and warranties of Aspen YouthSeller and the Company, each of the Aspen Companies and Parent which contained in this Agreement Agreement, will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Schedules to this Agreement will be complete, accurate and current on and as of the Closing Date. Aspen Youth, each of Seller and the Aspen Companies and Parent Company will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Aspen Youth, each of Seller and the Aspen Companies and Parent Company will have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer or manager of Aspen Youth, each of the Aspen Companies and Parent to the foregoing effect.
7.1.2 There will not have occurred material damage to the Assets or the Business of the Company.
7.1.3 No action, suit or proceeding will have been instituted before any court or governmental body or instituted or threatened by any Person which could materially affect the Assets, Obligations, financial condition or prospects of each of the Aspen Companies Company or restrain or prevent the carrying out of the transactions contemplated hereby or seek damages in connection with such transactions.
7.1.3 7.1.4 Buyer’s Board of Directors Directors, managers and members shall have authorized the consummation of the transactions contemplated by this Agreement.
7.1.4 All 7.1.5 Buyer shall have received the consolidated, unaudited, internally prepared balance sheet of the Consents set forth Company prepared on Schedule 3.2 shall an accrual basis in accordance with GAAP as of December 31, 2005 together with the statement of earnings and statement of cash flows for the 12 month period then ended.
7.1.6 All necessary approvals and/or filings (including Consents) for the transactions contemplated hereby to be obtained and/or made by the Company will have been obtained and/or made, as the case may be, and shall be in full force and effect.
7.1.5 7.1.7 No Material Adverse Change shall have occurred to the Business, Assets, Obligations, operations, or financial condition of each (including working capital) of the Aspen Companies Company from and as of the date of the Unaudited Balance Sheet Date to the Closing Date.
7.1.6 College shall have been awarded contracts reasonably 7.1.8 The satisfactory to Buyer with Xxxx Countycompletion, California as set forth on Schedule 7.1.6.
7.1.7 Xxxx Countydetermined by the Buyer’s sole and absolute discretion, California authorized officials shall have consented to of Buyer’s due diligence regarding the Company and any related transaction, including without limitation, Buyer’s review of the tax implications of the transactions contemplated hereinhereby.
7.1.9 Buyer shall have obtained binding commitments necessary to finance all of the transactions contemplated by this Agreement and the Company’s working capital needs, to in the reasonable satisfaction sole determination of the Buyer.
7.1.8 Orange County, California authorized officials 7.1.10 The Company shall have consented to authorized the consummation of the transactions contemplated herein, to the reasonable satisfaction by this Agreement by proper approval of the Buyerits equity owners and directors.
7.1.9 7.1.11 Any and all Obligations of each of the Aspen Companies Company:
7.1.11.1 due to Aspen Youth any employee or its Related Partiesother Person under any employee retention or bonus plan or for severance, other than the Aspen Companies (collectively referred to as the “Aspen Youth Obligations”), parachute or employee closing bonuses shall have been paid off, forgiven or eliminated off by the Company in full satisfaction of such Obligation(s) on or prior to the Closing Date;
7.1.11.2 due to Seller or their Related Parties or affiliates (collectively referred to as the “Seller Obligations”) shall have been paid off by the Company in full satisfaction of such Obligation(s) on or prior to the Closing Date excluding amounts due to Xxxxx for Company purchases made on personal credit card accounts in the ordinary course of business as specifically reflected on the December 31, 2005 balance sheet and not to exceed $75,000 and Business Partners Network, LLC for accounts receivable financing and term note; and
7.1.12 The Company’s fixed asset value shall be at least equivalent of its fixed asset value as of December 31, 2004 plus any fixed assets acquired thereafter less normal depreciation.
7.1.10 7.1.13 Buyer’s senior lender, Healthcare Business Credit CorporationHBCC, shall have consented to the transactions contemplated herein.
7.1.11 Aspen Youth 7.1.14 The Company’s pre-transaction professional and Choices shall have completed general liability insurance will continue to be in full force and effect to the transfer satisfaction of the direct subsidiaries of Choices Buyer, or Buyer is able to Aspen Youth or its designeeprocure new professional and liability insurance that is acceptable in all respects to the Company’s payers, as provided in Section 6.8applicable.
7.1.12 7.1.15 The deliveries set forth in Section 8.1 shall have occurred.
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