Common use of Conditions Precedent to the Seller’s Obligation to Close Clause in Contracts

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent to the obligation of the Seller to close hereunder, any of which may be waived in whole or in part by the Seller: 9.1 Each of the representations and warranties of Buyer and Rio Vista contained in this Agreement is now and, except as to those expressly limited to the date hereof or some other specified date, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respects. 9.2 Each of the agreements, covenants and undertakings of Buyer and Rio Vista contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with at or before Closing. 9.3 No litigation, governmental action or other proceeding shall be threatened or commenced against Buyer with respect to either the consummation of the transactions provided for herein or any material claim on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concern, and Buyer has no Knowledge of any basis for any such litigation, governmental action or other proceeding. 9.4 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of this Agreement), and all other legal matters not relating to a default by Company or the Seller of their obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and the Seller. 9.5 All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent to Notwithstanding any other provision herein, the obligation obligations of the Seller to close hereunderunder this Agreement are, any at the option of which may be waived in whole or in part by the Seller: 9.1 Each , subject to the fulfillment of each of the representations and warranties of Buyer and Rio Vista contained in this Agreement is now and, except as to those expressly limited to the date hereof or some other specified date, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respectsconditions set forth below. 9.2 Each (a) The representations of the agreements, covenants and undertakings of Buyer and Rio Vista Purchaser contained in this Agreement, except for those calling for performance after Closingor otherwise made in writing in connection with the transactions contemplated hereby, will shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. On or before the Closing Date, the Purchaser shall have been fully performed and complied with at and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement on or before Closingthe Closing Date. 9.3 No litigation(b) The Seller shall have received certificates, governmental action or other proceeding shall in form satisfactory to it, dated the Closing Date as follows: (i) A certificate executed by the Chairman of Purchaser certifying that the representations made by the Purchaser in this Agreement are true and correct at and as of the Closing Date and that it has fulfilled the covenants, agreements and conditions to be threatened or commenced against Buyer with respect to either fulfilled by it. (ii) A certificate executed by Secretary of the Purchaser setting forth a copy of the resolutions adopted by Purchaser's Board of Directors approving the execution and delivery of this Agreement and the consummation of the transactions provided contemplated hereby. (c) The Seller shall have received an opinion of Nason, Yeager, Gerson, White & Xxxxx, P. A., counsel for herein or any material claim the Purchaser, dated as of the Closing Date, in form and substance satisfactory to the Seller to the effect that (i) Purchaser is a corporation that was duly incorporated and is validly existing and in good standing under the laws of the state of Utah and has the corporate power to carry on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concernit is now being conducted and is qualified to do business in each jurisdiction where it owns or leases property or where the nature of the business conducted by it requires such qualification; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by Purchaser, and Buyer is the valid and binding obligation of Purchaser, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no Knowledge actual knowledge of a material breach by Purchaser of any basis for any such litigationrepresentation made by it pursuant to this Agreement; (v) the issuance of the Stock Portion to the Seller will be exempt from the registration provisions of the Securities Act and will not violate the registration provisions of Section 5 of the Securities Act; (vi) the Stock Portion, governmental action when issued, will be duly issued, fully paid, and non-assessable; and (vii) the transactions contemplated hereby will not cause a breach of the certificate of incorporation or other proceedingby-laws of Purchaser. 9.4 (d) All actions, proceedings, instruments and documents required to enable Buyer to perform carry out this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of this Agreement)incidental hereto, and all other related legal matters not relating to a default by Company or the Seller of their obligations hereundermatters, shall have been duly takenapproved by Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and counsel for the Seller. 9.5 All documents required to be delivered by Buyer at (e) No action or prior to Closing proceeding shall have been delivered instituted to restrain or shall be tendered at prohibit the time acquisition by the Purchaser, or the conveyance by the Seller, of the Property. (f) Purchaser has executed the Supply Agreement and place of Closingthe Facility License Agreement. (g) Purchaser has executed those documents it is required to execute.

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent All obligations of the Sellers to close under this Agreement are subject to the obligation fulfillment of each of the Seller following conditions prior to close hereunder, any of which may be waived in whole or in part by at the SellerClosing: 9.1 Each of the (a) The representations and warranties made by the Buyer contained herein shall be true and correct at and as of Buyer the time of the Closing, with the same effect as though such representations and Rio Vista contained in this Agreement is now andwarranties were made at and as of such time, except as to those expressly limited in respects not materially adverse to the date hereof Buyer. As used herein, the phrase “in respects not materially adverse to the Buyer” shall mean in respects not materially adverse to the overall financial condition or some other specified datebusiness of the Buyer. (b) The Buyer, at on or before the Closing Date, shall have performed and complied with all times after the date of terms, covenants and conditions required by this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respects. 9.2 Each of the agreements, covenants and undertakings of Buyer and Rio Vista contained in this Agreement, except for those calling for performance after Closing, will have been fully be performed and or complied with at or before Closingthe Closing Date. 9.3 (c) No litigationorder, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (d) The Buyer shall have delivered to the Sellers a certificate, dated as of the Closing Date and signed by the appropriate officers of the Buyer, certifying (i) as to the fulfillment of the conditions set forth in subsections (a) (b) and (c) of this Section 8, and (ii) that the Buyer is not aware of any material omissions or facts that would materially alter any of the Somerset Financial Statements, nor is the Buyer aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Buyer . (e) All consents, approvals and waivers required by this Agreement, and all required consents and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement, shall have been procured and delivered to the Sellers, and all other requirements prescribed by law shall have been satisfied. (f) No suit, action or other proceeding shall be pending or directly threatened by any federal or commenced against state governmental agency having jurisdiction or authority over either the Sellers, FCES, or the Buyer with respect in which it is sought to either restrain or prohibit the consummation of the transactions provided for herein contemplated by this Agreement. (g) There shall have been no material adverse changes in the financial condition, business, operations, assets, liabilities or any material claim on which management of the award Buyer. (h) The Buyer shall have executed and delivered to the Sellers the original of damages would be anticipated the Convertible Notes. (i) The Buyer shall have executed and delivered to jeopardize Buyer’s ability the Sellers the original of the NCA Notes. (j) The Buyer shall have paid the balance of the Purchase Price to continue its business the Sellers as a going concernrequired by, and Buyer has no Knowledge of any basis for any such litigationin accordance with, governmental action or other proceeding. 9.4 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms Section 4(a) of this Agreement), and all other legal matters not relating to a default by Company or the Seller of their obligations hereunder, . (k) The Buyer shall have been duly taken, satisfied, executed or delivered, as the case may be, delivered to the reasonable satisfaction Sellers the original certificates representing the Somerset common stock to be transferred to the Sellers pursuant to Section 4(a)(iii) of Company this Agreement. (l) The Buyer shall have executed and delivered to the Sellers a copy of the Lease Agreement for the Premises. (m) The Buyer shall have executed and delivered to the Sellers a copy of a corporate resolution authorizing and approving the consummation of the transactions contemplated by this Agreement and the Sellerexecution of all documents in connection therewith. 9.5 All documents required to be delivered by (n) The Buyer at or prior to Closing shall have been delivered or shall be tendered at entered into the time and place of ClosingConsulting Agreement with Xx. Xxxx X. Xxxxxxx annexed hereto as “Exhibit G”.

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent to the obligation All obligations of the Seller to close hereunder, any under this Agreement are subject to the fulfillment of which may be waived in whole each of the following conditions prior to or in part by at the SellerClosing: 9.1 Each of the (a) The representations and warranties made by the Purchaser contained herein shall be true and correct at and as of Buyer the time of the Closing, with the same effect as though such representations and Rio Vista contained in this Agreement is now andwarranties were made at and as of such time, except as to those expressly limited in respects not materially adverse to the date hereof Purchaser. As used herein, the phrase "in respects not materially adverse to the Purchaser" shall mean in respects not materially adverse to the overall financial condition or some other specified datebusiness of the Purchaser. (b) The Purchaser, at on or before the Closing, shall have performed and complied with all times after the date of terms, covenants and conditions required by this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respects. 9.2 Each of the agreements, covenants and undertakings of Buyer and Rio Vista contained in this Agreement, except for those calling for performance after Closing, will have been fully be performed and or complied with at or before the Closing. 9.3 (c) The Purchaser shall have delivered to the Seller a certificate, dated the Closing Date and signed by an appropriate officer of the Purchaser, certifying as to the fulfillment of the conditions set forth in Subsections (a) and (b) of this Section 8. (d) The Seller shall have been furnished with an opinion, dated the Closing Date, of Xxxxxxxx Xxxxx Xxxxxxxx Xxxx & Ballon LLP, counsel to the Purchaser, in substantially the form of Exhibit E hereto. (e) No litigationorder, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (f) All consents and approvals, and consents and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement, shall have been procured, and all other requirements prescribed by law shall have been satisfied. (g) No suit, action or other proceeding shall be pending or directly threatened by any federal or commenced against Buyer with respect to state governmental agency having jurisdiction or authority over either the Seller or the Purchaser in which it is sought to restrain or prohibit consummation of the transactions provided for herein or any material claim on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concern, and Buyer has no Knowledge of any basis for any such litigation, governmental action or other proceeding. 9.4 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of contemplated by this Agreement), and all other legal matters not relating to a default by Company or the Seller of their obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and the Seller. 9.5 All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent All obligations of the Sellers to close under this Agreement are subject to the obligation fulfillment of each of the Seller following conditions prior to close hereunder, any of which may be waived in whole or in part by at the SellerClosing: 9.1 Each of the (a) The representations and warranties made by Somerset and the Buyer contained herein shall be true and correct at and as of Buyer the time of the Closing, with the same effect as though such representations and Rio Vista contained in this Agreement is now andwarranties were made at and as of such time, except as in respects not materially adverse to those expressly limited Somerset and the Buyer. As used herein, the phrase "in respects not materially adverse to Somerset and the Buyer" shall mean in respects not materially adverse to the date hereof overall financial condition or some other specified datebusiness of Somerset and the Buyer. (b) Somerset and the Buyer, at on or before the Closing, shall have performed and complied with all times after the date of terms, covenants and conditions required by this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respects. 9.2 Each of the agreements, covenants and undertakings of Buyer and Rio Vista contained in this Agreement, except for those calling for performance after Closing, will have been fully be performed and or complied with at or before the Closing. 9.3 (c) Somerset and the Buyer shall have delivered to the Sellers a certificate, dated the Closing Date and signed by the appropriate officers of Somerset and the Buyer, certifying as to the fulfillment of the conditions set forth in Subsections (a) and (b) of this Section 8. (d) No litigationorder, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (e) All consents and approvals contemplated by this Agreement, and consents and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement, shall have been procured, and all other requirements prescribed by law shall have been satisfied. (f) No suit, action or other proceeding shall be pending or directly threatened by any federal or commenced against Buyer with respect to state governmental agency having jurisdiction or authority over either the Sellers, Somerset, or the Buyer in which it is sought to restrain or prohibit consummation of the transactions provided for herein or any material claim on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concern, and Buyer has no Knowledge of any basis for any such litigation, governmental action or other proceeding. 9.4 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of contemplated by this Agreement), and all other legal matters not relating to a default by Company or the Seller of their obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and the Seller. 9.5 All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent to the obligation of the Seller to close hereunder, any of which may be waived in whole or in part party by the Seller: 9.1 (a) Each of the representations and warranties of Buyer and Rio Vista contained in this Agreement that are not qualified by materiality, material adverse effect or other similar standards, is now and, except as to those expressly limited to the date hereof or some other specified datehereof, as of and at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respects.. Each of the representations and warranties of Buyer contained in this Agreement that are qualified by materiality, material adverse effect or other similar standards, is now and, except as to those expressly limited to the date hereof, as of and at all times after the date of this Agreement to and including the time of Closing shall be, true and correct in all respects; 9.2 (b) Each of the agreements, covenants covenants, and undertakings of Buyer and Rio Vista contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with both individually and collectively in all material respects at or before Closing.; and [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED BY DIGIRAD CORPORATION 9.3 No litigation, governmental action or other proceeding shall be threatened or commenced against Buyer with respect to either the consummation of the transactions provided for herein or any material claim on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concern, and Buyer has no Knowledge of any basis for any such litigation, governmental action or other proceeding. 9.4 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of this Agreement), and all other legal matters not relating to a default by Company or the Seller of their obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and the Seller. 9.5 c) All documents and payments required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.

Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent to Notwithstanding any other provision herein, the obligation obligations of the Seller to close hereunderunder this Agreement are, any at the option of which may be waived in whole or in part by the Seller: 9.1 Each , subject to the fulfillment of each of the representations and warranties of Buyer and Rio Vista contained in this Agreement is now and, except as to those expressly limited to the date hereof or some other specified date, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respectsconditions set forth below. 9.2 Each (a) The representations of the agreements, covenants and undertakings of Buyer and Rio Vista Purchaser contained in this Agreement, except for those calling for performance after Closingor otherwise made in writing in connection with the transactions contemplated hereby, will shall be true and correct in all material respects on and as of the Closing Date. On or before the Closing Date, the Purchaser shall have been fully performed and complied with at and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement on or before Closingthe Closing Date. 9.3 No litigation, governmental action or other proceeding (b) The Seller shall be threatened or commenced against Buyer with respect to either have received a certificate dated as of the Closing Date executed by Secretary of the Purchaser setting forth a copy of the resolutions adopted by Purchaser's Board of Directors approving the execution and delivery of this Agreement and the consummation of the transactions provided contemplated hereby. (c) The Seller shall have received an opinion of Nason, Yeager, Gerson, White & Xxxxx, P. A., counsel for herein or any material claim the Purchaser, dated as of the Closing Date to the effect that (i) Purchaser is a corporation that was duly incorporated and is validly existing and in good standing under the laws of the state of Utah and has the corporate power to carry on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concernit is now being conducted and is qualified to do business in each jurisdiction where it owns or leases property or where the nature of the business conducted by it requires such qualification; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by Purchaser, and Buyer is the valid and binding obligation of Purchaser, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no Knowledge actual knowledge of a material breach by Purchaser of any basis for any such litigation, governmental action or other proceeding. 9.4 All actions, proceedings, instruments and documents required representation made by it pursuant to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of this Agreement); (v) the issuance of the Stock Portion to the Seller will be exempt from the registration provisions of the Securities Act and will not violate the registration provisions of Section 5 of the Securities Act; (vi) the Stock Portion, when issued, will be duly issued, fully paid, and all other legal matters non-assessable; and (vii) the transactions contemplated hereby will not relating to cause a default by Company breach of the certificate of incorporation or the Seller by-laws of their obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and the SellerPurchaser. 9.5 All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.