Common use of Conditions to Each Seller’s Obligations Clause in Contracts

Conditions to Each Seller’s Obligations. The obligation of --------------------------------------- each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser to Sellers pursuant to Sections 4.3(a) and 7.7 hereof); (b) The Purchaser shall have performed and complied with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Stock to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Representative; (d) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Sellers shall have received an opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx, counsel to the Purchaser, substantially in the form of Exhibit D attached hereto; ---------

Conditions to Each Seller’s Obligations. The obligation of --------------------------------------- each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser to Sellers pursuant to Sections 4.3(a) and 7.7 hereof); (b) The Purchaser shall have performed and complied with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) All personal guarantees of the Sellers with respect to contracts, leases and other agreements which relate to the Company's business shall have been released by the beneficiaries thereto; (d) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Stock Units to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the RepresentativeRepresentative and the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (de) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company or any of its Subsidiaries, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (ef) The Sellers Company and each of Xxxxx Xxxxxxx III, Xxxxxxx Xxxxxxx and Xxx Xxxxxxx shall have received entered into an opinionEmployment Agreement, dated and the Closing Date, of Xxxxxxxx & Xxxxx, counsel to the Purchaser, substantially Employment Agreements shall be in the form of Exhibit D attached hereto; ---------full force and effect;

Conditions to Each Seller’s Obligations. The obligation of each --------------------------------------- each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser to Sellers pursuant to Sections 4.3(a) and 7.7 7.8 hereof); (b) The Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Stock to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the RepresentativeRepresentative and the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) No action, suit, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company or any of its Subsidiaries, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Company and each of Xxxxxxx X. Xxxxxxxxx and Xxxxx X. XxXxxxx shall have entered into an Employment Agreement, and the Employment Agreements shall be in full force and effect; (f) The Sellers shall have received an opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx, counsel to the Purchaser, substantially in the form of Exhibit D E attached hereto; --------- (g) The Indebtedness described on the "Indebtedness Schedule" --------------------- attached hereto shall have been paid and the related personal guaranties of Xxxxxxx X. Xxxxxxxxx and Xxxxx X. XxXxxxx shall have been released; (h) On or prior to the Closing Date, the Purchaser shall have delivered to the Representative all of the following: (i) a certificate from the Purchaser in a form reasonably satisfactory to the Representative, dated the Closing Date, stating that the preconditions specified in Sections 3.2(a) through (d), inclusive, have been satisfied; (ii) copies of all third party and governmental consents, approvals, filings, releases and terminations required to be obtained by the Purchaser in connection with the consummation of the transactions contemplated herein; (iii) certified copies of the resolutions of the Purchaser's board of directors approving the transactions contemplated by this Agreement; (iv) a certificate of the secretary of state of Delaware providing that the Purchaser is in good standing in such jurisdiction; and (v) such other documents or instruments as the Sellers may reasonably request to effect the transactions contemplated hereby; and (i) All proceedings to be taken by the Purchaser in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by the Purchaser to effect the transactions contemplated hereby reasonably requested by the Representative shall be reasonably satisfactory in form and substance to the Representative. Any condition specified in this Section 3.2 may be waived by the Representative on behalf of all of the Sellers; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Representative.

Conditions to Each Seller’s Obligations. The obligation of --------------------------------------- each ---------------------------------------- Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The the representations and warranties set forth in Article VII shall ----------- be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser to Sellers pursuant to Sections 4.3(a) and 7.7 hereof)warranties; (b) The Purchaser the Purchasers shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it them under this Agreement on or prior to the Closing; (c) All all governmental filings, authorizations and approvals that are required for set forth on the transfer of the Acquired Stock to the Purchaser and the consummation of the other transactions contemplated hereby Government Consents Schedule shall have been duly made and obtained on ---------------------------- terms reasonably satisfactory to the RepresentativePurchasers, and the waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) No action, suit, or proceeding shall be pending before any no court or quasi-judicial other governmental authority shall have issued, enacted or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein promulgated an unfavorable judgmentorder, decree, injunction, order statute, rule or ruling would prevent regulation which shall then be in effect restraining or prohibiting the performance of this Agreement or any completion of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company hereby and no judgment, decree, injunction, order suit or ruling other proceeding shall have been entered which has any of instituted seeking the foregoing effectssame; (e) The the Sellers shall have received an opinion, dated as of the Closing Date, of Xxxxxxxx & Xxxxx, counsel to the PurchaserPurchaser and the Purchaser Guarantor, substantially in the form of Exhibit D C attached hereto; --------- (f) on or prior to the Closing Date, the Purchasers shall have delivered to the Sellers all of the following: (i) a certificate executed by an executive officer of each Purchaser in a form reasonably satisfactory to the Sellers, dated as of the Closing Date, stating that the preconditions specified in Sections 3.2(a) through --------------- (b), inclusive, have been satisfied; --- (ii) certified copies of the board (or other applicable governing body) resolutions of the Purchasers approving the transactions contemplated by this Agreement; (iii) a copy of the consent of the Purchasers' senior lenders to consummate the transactions contemplated under this Agreement; and (iv) such other documents or instruments as the Sellers may reasonably request to effect the transactions contemplated hereby. Any condition specified in this Section 3.2 may be waived by the Sellers; ----------- provided that no such waiver shall be effective unless it is set forth in a -------- ---- writing executed by the Sellers.

Conditions to Each Seller’s Obligations. The obligation of --------------------------------------- each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII VIII shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser to the Sellers pursuant to Sections 4.3(a) and 7.7 8.7 hereof); (b) The Purchaser shall have performed and complied with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Stock to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Representative; (d) No action, suit, or proceeding shall be pending before any court or quasi-quasi- judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company Company, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Sellers Xxxx Xxxxxxx and the Company shall have received an opinionentered into the Employment Agreement, and the Employment Agreement shall be in full force and effect; (f) The Noncompete Parties and the Purchaser shall have entered into the Noncompetition Agreement, and the Noncompetition Agreement shall be in full force and effect; (g) The Noncompete Parties and the Purchaser shall have entered into the Stock Transfer Agreement, and the Stock Transfer Agreement shall be in full force and effect; (h) The Company and Xxxx Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife, shall have entered into the Lease, the Purchaser shall have guaranteed the Lease and the Lease and such guarantee shall be in full force and effect; (i) All guarantees of the Sellers with respect to the Company's Indebtedness shall have been released; (j) On or prior to the Closing Date, the Purchaser shall have delivered to the Representative all of the following: (i) a certificate from the Purchaser in a form reasonably satisfactory to the Representative, dated the Closing Date, stating that the preconditions specified in Sections 3.2(a) through (i), inclusive, have been satisfied; (ii) certificates of Xxxxxxxx & Xxxxxthe secretary of state of the State of Delaware providing that the Purchaser is in good standing; (iii) certified copies of the resolutions of the Purchaser's board of directors approving the transactions contemplated by this Agreement; and (iv) such other documents or instruments as the Sellers may reasonably request to effect the transactions contemplated hereby; and (k) All proceedings to be taken by the Purchaser in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, counsel opinions, instruments and other documents required to be delivered by the Purchaser to effect the transactions contemplated hereby reasonably requested by the Representative shall be reasonably satisfactory in form and substance to the Purchaser, substantially Representative. Any condition specified in this Section 3.2 may be waived by the form of Exhibit D attached heretoRepresentative; ---------provided that no such waiver shall be effective unless it is set forth in a writing executed by the Representative.

Conditions to Each Seller’s Obligations. The obligation of each --------------------------------------- each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII VI shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser Buyer to Sellers pursuant to Sections 4.3(a3.3(a) and 7.7 6.7 hereof); (b) The Purchaser Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Stock to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Representativeobtained; (d) No action, suit, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, Agreement or cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to ownrescinded, operate or control the Company and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Sellers Buyer shall have received entered into the Seller Employment Agreements with Xxxxxx and Xxxxx. (f) On or prior to the Closing Date, Buyer shall have delivered to Sellers all of the following: (i) a certificate from Buyer in the form set forth in Exhibit B --------- attached hereto, dated the Closing Date, stating that the preconditions specified in Sections 2.2(a) through (d), inclusive, have been satisfied; --------------------------- (ii) an opinion, opinion dated the Closing Date, of Xxxxxxxx & Xxxxx, counsel to the PurchaserBuyer's counsel, substantially in the form of set forth in Exhibit D C attached hereto; (iii) certified copies of the resolutions of Buyer's board of directors approving the transactions contemplated by this Agreement; (iv) a certificate of good standing and a certified copy of the Articles of Formation for Buyer. (v) such other documents or instruments as Sellers may reasonably request to effect the transactions contemplated hereby; ---------and (vi) Operating Agreement of OnePoint Services, L.L.C. in the form attached hereto as Exhibit E, duly executed by all members of the limited --------- liability company other than Sellers. (g) All proceedings to be taken by Buyer in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by Sellers shall be reasonably satisfactory in form and substance to Sellers. (h) Company shall assign to Sellers all rights to collect that certain debt owed by In Touch in the amount of approximately $156,089.75 for equipment and services, including all liens on such equipment and rights to hold, return or possess such equipment. Any condition specified in this Section 2.2 may be waived by Sellers; ----------- provided that no such waiver shall be effective unless it is set forth in a writing executed by Sellers or unless Sellers agree in writing to consummate the transactions contemplated by this Agreement without the satisfaction of such condition.

Conditions to Each Seller’s Obligations. The obligation of --------------------------------------- each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article VII shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchaser to Sellers pursuant to Sections 4.3(a) and 7.7 hereof); (b) The Purchaser shall have performed and complied with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Stock to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the a Representative; (d) No action, suit, or proceeding shall be pending before any court or quasi-judicial quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company Company, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Sellers shall have received an opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx, counsel to the Purchaser, substantially in the form of Exhibit D attached hereto; ---------