Common use of Conditions Precedent to Obligation of Sellers Clause in Contracts

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Sellers in their sole discretion: (a) The Company shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, as if made and updated as of the Closing Date. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date. (e) Sellers and Purchaser shall have agreed upon the terms and provisions of, and shall have executed and delivered, the Restated Operating Agreement (f) All other conditions precedent to Sellers’ obligation to consummate the transaction hereunder (if any) which are expressly set forth in this Agreement shall have been satisfied on or before the Closing Date. In the event any of the foregoing conditions has not been satisfied by the Closing Date other than through failure of Sellers to fully comply with its obligations under this Agreement, Sellers shall have the right to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Sellers shall refund the Deposit to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Sellers hereunder, then Purchaser’s and Sellers’ respective rights, remedies and obligations shall instead be determined in accordance with ARTICLE 5.

Conditions Precedent to Obligation of Sellers. The Sellers' obligation of Sellers to consummate the transaction hereunder shall transactions to be performed by them in connection with the Closing is subject to the fulfillment satisfaction on or before prior to the Closing Date of all of the following conditions, conditions (any or all of which may be waived in writing by Sellers in their sole discretion:): (a) The Company shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement. (c) All of the representations and warranties of Purchaser contained Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except for representations and warranties that speak as if made of a specific date or time other than the Closing Date (which need only be true and updated correct as of such date or time). (b) The covenants and agreements of Buyer to be performed or complied with on or before the Closing Date in accordance with this Agreement shall have been performed and complied with in all respects. (c) There shall be no injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated hereby or imposing conditions on such consummation not otherwise provided for in this Agreement. (d) Buyer shall have provided all Schedules required hereunder, and shall have cured such Schedules or specific items in such Schedules to Sellers' reasonable satisfaction. (e) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified in this Agreement is satisfied in all respects. (f) Sellers shall have received from counsel to Buyer an opinion in form and substance covering matters customary to a stock transaction, addressed to Sellers, and dated as of the Closing Date. (dg) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement All actions to be performed and observed taken by Purchaser as Buyer in connection with consummation of the Closing Datetransactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Sellers. (eh) Sellers and Purchaser shall have agreed upon the terms and provisions of, and Buyer shall have executed and delivered, or delivered the Restated Operating Agreement (f) All other conditions precedent to Sellers’ obligation to consummate the transaction hereunder (if any) which are expressly items set forth in this Agreement shall have been satisfied on or before the Closing Date. In the event any of the foregoing conditions has not been satisfied by the Closing Date other than through failure of Sellers to fully comply with its obligations under this Agreement, Sellers shall have the right to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Sellers shall refund the Deposit to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Sellers hereunder, then Purchaser’s and Sellers’ respective rights, remedies and obligations shall instead be determined in accordance with ARTICLE 5Section 6.3 hereof.

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, prior to or on or before the Closing Date Date, of all each of the following conditions, conditions (any or all of which may be waived by Sellers in their sole discretion:whole or in part to the extent permitted by applicable law): (a) The Company shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement. (c) All of the representations and warranties of Purchaser contained in this Agreement herein shall be true and correct in all material respects as of the Closing Date, as if made date of this Agreement and updated at and as of the Closing Date.Date with the same effect as though those representations and warranties had been made again, at and as of that date; (db) Purchaser shall have performed and observed, complied in all material respects, respects with all obligations and covenants and agreements of required by this Agreement to be performed and observed or complied with by Purchaser as of on or prior to the Closing Date.; (c) Sellers shall have been furnished with a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Sellers) executed by Purchaser certifying as to the fulfillment of the conditions specified in Sections 5.2(a) and 5.2(b); (d) none of the Sellers shall have been required to be a party to or make any representations or warranties in respect of any of the agreements, certificates or instruments to be delivered in connection with the Acquisition Financing; (e) Sellers and there must not have been commenced or threatened against Purchaser shall or any Seller or against any person affiliated with Purchaser or any Seller any proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or (ii) that may have agreed upon the terms and provisions ofeffect of preventing, and shall have executed and delivereddelaying, making illegal or otherwise interfering with any of the Restated Operating other transactions contemplated by this Agreement; (f) All other conditions precedent to Sellers’ obligation to consummate the transaction hereunder (if any) which are expressly set forth in this Agreement Acquisition Financing shall have been satisfied on or before funded to an amount at least equal to the Closing Date. In Share Purchase Price and the event any Option Purchase Price; (g) the Company's Articles of the foregoing conditions has not been satisfied by the Closing Date other than through failure of Sellers to fully comply with its obligations under this Agreement, Sellers Incorporation shall have the right to terminate this Agreement by written notice given to Purchaser been amended on the Closing Date, whereupon in form and substance satisfactory to Sellers shall refund and their counsel, such that the Deposit to Purchaser Series A Stock and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a Series B Stock will not become convertible into shares of Common Stock until at least the earlier of termination of this Agreement; providedthe OESC Option or January 1, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Sellers hereunder, then Purchaser’s and Sellers’ respective rights, remedies and obligations shall instead be determined in accordance with ARTICLE 52004.

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Sellers in their its sole discretion:. In the event that any of the following conditions have not been satisfied on or before the date of Closing, Sellers may terminate this Agreement upon written notice thereof to Purchaser and, subject to the terms and conditions of Sections 6.1 or 10.24 hereof, as applicable, neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. (a) The Title Company shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Sellers into escrow all of the items required to be delivered to Sellers by Purchaser or Purchaser’s agents pursuant to the terms of this AgreementSection 4.3 hereof. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, as if made and updated as of the Closing Date. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of under this Agreement to be performed and observed by Purchaser as of the Closing Date. (e) Sellers The Closing of the sale of the San Marcos Property, the Columbia Property, the Gainesville Property, and the Athens Property must occur simultaneously, and Purchaser shall have agreed upon the terms and provisions of, and shall have executed and delivered, the Restated Operating Agreement (f) All other conditions precedent to Sellers’ obligation to consummate the transaction hereunder (if any) which are expressly set forth in this Agreement shall have been satisfied on or before the Closing Date. In the event any of the foregoing conditions has not been satisfied by the Closing Date other than through failure of Sellers to fully comply with its obligations under this Agreement, Sellers shall have the right to terminate this Agreement by written notice given to Purchaser on acquire any Property without the Closing Date, whereupon Sellers shall refund the Deposit to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement; provided, however, that if any acquisition of the foregoing conditions has not been satisfied due to a default by Purchaser or Sellers hereunder, then Purchaser’s and Sellers’ respective rights, remedies and obligations shall instead be determined in accordance with other three. ARTICLE 5.V

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be Transaction is subject to the fulfillment satisfaction or waiver, on or before the Closing Date of all prior to Closing, of the following conditions, any or all of which may be waived by Sellers in their sole discretion: (a) The Company shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement. (c) All of the representations and warranties of Purchaser contained in this Agreement Article VI shall be true and correct in all material respects as of the Closing Date, as if made Date (other than those representations and updated warranties which address matters only as of the Closing Date.a particular date, which shall have been true and correct in all material respects only as of such particular date); (db) Purchaser shall have performed and observed, complied in all material respects, respects with all agreements and covenants and agreements of required by this Agreement to be performed and observed by or complied with by Purchaser as of on or prior to the Closing Date; (c) Subject to performance by Seller of its material obligations under the Pre-Closing Transition (including the System Transition Plan), the Pre-Closing Transition (including the System Transition Plan) shall have been completed in all material respects in accordance with Schedule 8.14. (d) (i) (x) all waiting periods and other approvals applicable to the Transaction under HSR Act shall have expired or been earlier terminated or (y) Purchaser shall have obtained written notification from a Governmental Authority to the effect that the Transaction does not violate the antitrust laws of the United States and (ii) Purchaser shall have obtained the approvals or consents set forth on Schedule 9.1(d)(ii) from the relevant Governmental Authority and such approvals or consents shall be in effect on the Closing Date; 50 (e) Sellers and Purchaser shall have agreed upon obtained the terms Environmental Permits and provisions of, and shall have executed and delivered, other Permits necessary to operate the Restated Operating AgreementAssets in the ordinary course as historically operated; (f) All other conditions precedent to Sellers’ obligation to consummate the transaction hereunder (if any) which are expressly set forth in this Agreement Purchaser shall have been satisfied on or before obtained Authorization for the Closing Date. In the event any assignment and assumption of the foregoing conditions has Corrective Action Orders; and (g) There shall not been satisfied be (i) in effect any Order by a Governmental Authority of competent jurisdiction enjoining, preventing, restraining or otherwise prohibiting the Closing Date other than through consummation of the Transaction; provided, that prior to asserting the failure of Sellers to fully comply with its obligations under this Agreement, condition Sellers shall have the right used their respective commercially reasonable efforts to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Sellers shall refund the Deposit to Purchaser and the parties shall have no further rights, duties such Order vacated or obligations hereunder, other than those which are expressly provided herein to survive (ii) a termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Sellers hereunder, then Purchaser’s and Sellers’ respective rights, remedies and obligations shall instead be determined in accordance with ARTICLE 5Burdensome Condition.