Common use of CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) the Sellers shall have caused the Association to procure all of the third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Association, or (D) affect adversely the right of the Association to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers and the Group shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; (vi) the Purchaser shall have received the resignations, effective as of the Closing, of each director and officer of the Association other than those whom the Purchaser shall have specified in writing at least five business days prior to the Closing; (vii) the Purchaser shall have received from Cohen, Chase, Hoffxxx & Trauxxxx, X.A., counsel to the Sellers and the Association, an opinion as to matters customarily addressed in opinions of counsel in transactions such as that described herein, which opinion shall be in form and substance reasonably acceptable to the Purchaser and its counsel; (viii) the Group shall have executed and delivered the Service Agreement to the Purchaser; (ix) the President of the Association shall have executed and delivered to Baker, Donelson, Bearman & Caldxxxx, x professional corporation, and any state healthcare counsel engaged to render the opinion described in subparagraph (x) below, the Certificate of Fact in substantially the form set forth as Exhibit 7(a)(ix) hereto (x) the Purchaser shall have received an opinion from Florida counsel reasonably satisfactory to the Purchaser that the Service Agreement is the legal, valid and binding obligation of the Group, enforceable according to its terms (subject to standard bankruptcy, insolvency and principles of equity exceptions) and that the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the state of Florida; (xi) the Purchaser shall have received an opinion from Baker, Donelson, Bearman & Caldxxxx xxxt the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the United States of America; (xii) each Seller shall have executed an employment contract with the Group in substantially the form required by the Service Agreement; and (xiii) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinion, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Purchaser. The Purchaser may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.

CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) the Sellers shall have caused the Association Corporation to make all filings, give all notices and procure all of the third party consents and authorizations specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the AssociationCorporation, or (D) affect adversely the right of the Association Corporation to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Sellers and the Group shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv6(a)(i)-(iv) is satisfied in all respects; (vi) the Purchaser shall have received the resignations, effective as of the Closing, of each director and officer of the Association Corporation other than those whom the Purchaser shall have specified in writing at least five business days prior to the Closing; (vii) the Purchaser shall have received from CohenAtkixxxx, ChaseXxner, Hoffxxx Stone & TrauxxxxMankxxx, X.A., counsel to the Sellers and the AssociationCorporation, an opinion as to matters customarily addressed in opinions of counsel in transactions such as that described herein, which opinion shall be in form and substance reasonably acceptable to the Purchaser and its counsel; (viii) the Group Group, the Corporation and the Sellers shall have executed and delivered the Service Agreement to the Purchaser; (ix) the President of the Association Corporation shall have executed and delivered to Baker, Donelson, Bearman & Caldxxxx, x professional corporation, and any state healthcare counsel engaged to render the opinion described in subparagraph (x) below, Purchaser the Certificate of Fact Facts in substantially the form set forth as Exhibit 7(a)(ix6(a)(ix) hereto (x) the Purchaser shall have received an opinion from Florida counsel reasonably satisfactory to the Purchaser that the Service Agreement is the legal, valid and binding obligation of the Group, enforceable according to its terms (subject to standard bankruptcy, insolvency and principles of equity exceptions) and that the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the state of Florida; (xi) the Purchaser shall have received an opinion from Baker, Donelson, Bearman & Caldxxxx xxxt the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the United States of America; (xii) each Seller shall have executed an employment contract with the Group in substantially the form required by the Service Agreement; and (xiiix) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinion, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Purchaser. The Purchaser may waive any condition specified in this Section 7(a6(a) if it executes a writing so stating at or prior to the Closing.

CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. (a) Conditions to Obligation The performance of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions to be performed by it in connection with the Closing Seller hereunder is subject to the satisfaction of each of the following conditionsexpress conditions precedent, unless waived in writing by Seller: (i) the representations Buyer shall have performed and warranties set forth in Section 3(a) and Section 4 above shall be true and correct complied in all material respects at with all of the agreements, obligations and covenants required by this Agreement to be performed or complied with by Buyer prior to or as of the Closing Date; (ii) The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects on and as of the Sellers Closing Date with the same effect as if made on and as of the Closing Date; (iii) The FCC Consent shall be effective and at Buyer’s election shall have become a Final Order; (iv) Buyer shall have delivered to Seller, on the Closing Date, the documents required to be delivered pursuant to Section 9(b). (v) Buyer shall not be subject to any voluntary or involuntary petition under Federal bankruptcy law, or any state receivership or similarly proceeding. (vi) If any event should occur which would prevent the consummation of the transactions contemplated hereunder, the Buyer shall use its best efforts to cure the event as expeditiously as possible. (b) The performance of the obligations of Buyer hereunder is subject to the satisfaction of each of the following express conditions precedent: (i) Seller shall have performed and complied with all of its covenants hereunder in all material respects through with all the Closingagreements, obligations and covenants required by this Agreement to be performed or complied with by Seller prior to or as of the Closing Date; (ii) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date; (iii) None of the Sellers events or conditions referenced in Section 19 below shall have caused the Association to procure all of the third party consents specified occurred and not been remedied as set forth in Section 5(b) above19; (iv) no action, suit, or proceeding The FCC Consent shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares effective and to control the Association, or (D) affect adversely the right of the Association to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)have become a Final Order; (v) There shall not be any Liens (other than Permitted Liens) on the Sellers and Acquired Assets or any financing statements of record other than those to be satisfied by Seller on or before the Group Closing Date; and (vi) Seller shall have delivered to Buyer, on the Purchaser a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; (vi) the Purchaser shall have received the resignations, effective as of the Closing, of each director and officer of the Association other than those whom the Purchaser shall have specified in writing at least five business days prior to the Closing; (vii) the Purchaser shall have received from Cohen, Chase, Hoffxxx & Trauxxxx, X.A., counsel to the Sellers and the Association, an opinion as to matters customarily addressed in opinions of counsel in transactions such as that described herein, which opinion shall be in form and substance reasonably acceptable to the Purchaser and its counsel; (viii) the Group shall have executed and delivered the Service Agreement to the Purchaser; (ix) the President of the Association shall have executed and delivered to Baker, Donelson, Bearman & Caldxxxx, x professional corporation, and any state healthcare counsel engaged to render the opinion described in subparagraph (x) belowClosing Date, the Certificate of Fact in substantially the form set forth as Exhibit 7(a)(ix) hereto (x) the Purchaser shall have received an opinion from Florida counsel reasonably satisfactory to the Purchaser that the Service Agreement is the legal, valid and binding obligation of the Group, enforceable according to its terms (subject to standard bankruptcy, insolvency and principles of equity exceptions) and that the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the state of Florida; (xi) the Purchaser shall have received an opinion from Baker, Donelson, Bearman & Caldxxxx xxxt the performance of the Service Agreement by the Purchaser and the Group will not violate any statute, regulation, official interpretation, order, decree or other law of the United States of America; (xii) each Seller shall have executed an employment contract with the Group in substantially the form required by the Service Agreement; and (xiii) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinion, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance delivered pursuant to the Purchaser. The Purchaser may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing9(a).