Common use of Conditions to Obligation of Seller to Close Clause in Contracts

Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (1) The representations and warranties of Parent and Buyer set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date; (2) Parent and Buyer shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (3) 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the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Buyer to own the Membership Interests (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4) Parent shall have authorized the issuance to Seller of all shares comprising the Purchase Price Shares, having rights substantially as follows, subject to the approval of Seller: (A) The Common Stock shall have all rights associated therewith as are currently held by the holders of Parent’s currently existing authorized and issued shares of common stock. (B) The Class A Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class A Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(B), which shall be filed by Parent at Closing; (C) The Class B Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class C Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(C), which shall be filed by Parent at Closing; (5) At or before Closing, Parent shall take all actions required by Parent’s Articles of Incorporation and Bylaws to appoint Seller Preferred A Stockholder and Xxxxxx Xxxxxx to Parent’s board of directors. (6) At or before Closing, all members of Parent’s current board of directors shall submit their resignations from Parent’s board of directors. (7) At least ten (10) days prior to Closing, Parent shall have filed with the Securities and Exchange Commission, a Schedule 14f-1 disclosing the change in majority directors of the Parent. (8) At Closing, Parent and/or Buyer will deliver directly to Sellers the following documents and instruments (the “Buyer Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged: (A) the Closing Statement; (B) certificates representing all shares of Common Stock constituting the Purchase Price Shares as set forth herein fully executed by Seller’s officers; (C) a copy, certified by an officer of Parent, of the resolutions of the Parent’s Board of Directors authorizing and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (D) a copy, certified by an officer of Buyer, of the resolutions of the Buyer’s Board of Directors authorizing and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (E) a certificate of existence of the Parent issued by the New York Secretary of State, dated not more than ten (10) days before the Closing Date; (F) to the extent not previously delivered to Seller, originals or copies of all books and records of Parent; (G) a reaffirmation of all representations and warranties of Parent and Buyer as set forth herein; (H) such other documents as Seller may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing. (9) At Closing, Parent will deliver directly to Comerica Bank, such instruments as may be required by Comerica Bank in order for Parent to fully guarantee all obligations of Meridian Waste to Comerica Bank, including, without limitation, all obligations of Meridian Waste to Comerica Bank, including, without limitation, (a) that certain Master Revolving Note dated April 30, 2014 in the original principal balance of $1,250,000.00, (b) that certain Installment Note dated April 30, 2014, in the original principal balance of $9,500,000.00, (c) that certain Draw-To Note, dated April 30, 2014 in the original principal balance of $750,000.00, and (d) that certain Credit Agreement entered into by Meridian Waste and Comerica Bank dated April 30, 2014, each of which will have been duly executed and, where appropriate, acknowledged:

Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to sale of the Stock as provided herein shall be performed by it in connection with the Closing is subject to satisfaction fulfillment at or prior to the Closing, or written waiver by Seller, of each of the following conditions: (1a) The representations and warranties of Parent and Buyer set forth contained in Section 4 this Agreement shall be true and correct in all material respects at on the date hereof and as of the Closing Date as though made as of the Closing Date;. (2b) Parent and Buyer shall have duly performed and or complied with all of their covenants hereunder in all material respects through the obligations to be performed or complied with by it under the terms of this Agreement at or prior to the Closing;. (3c) No action, suit, or proceeding Buyer 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 have delivered to Seller (Ai) prevent consummation of any a certificate certifying to the fulfillment of the transactions contemplated by conditions set forth in paragraphs 3.3(a) and (b), and (ii) a copy of certified resolutions of its Board of Directors authorizing the purchase of the Stock pursuant to this Agreement, both of which shall be in a form reasonably satisfactory to Seller. (Bd) cause Seller shall have received an opinion from counsel to Buyer, dated as of the Closing Date, substantially in the form attached hereto as Exhibit 3.3(d). In rendering such opinion, counsel may rely to the extent it deems appropriate upon certificates of officers of Buyer and of public officials as to factual matters and upon opinions of other counsel delivered together with such opinion. (e) All government consents and licenses, permits, authorizations, approvals or, filings with and notifications to any United States, state, local or other governmental regulatory body required to be made or obtained or made in connection with the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Buyer to own the Membership Interests (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4) Parent shall have authorized the issuance to Seller of all shares comprising the Purchase Price Shares, having rights substantially as follows, subject to the approval of Seller: (A) The Common Stock shall have all rights associated therewith as are currently held by the holders of Parent’s currently existing authorized and issued shares of common stockbeen made or obtained. (Bf) The Class A Preferred Stock Buyer or Acquisition Subsidiary (as herein defined) shall have have, effective as of the following rights, obligations and preferences substantially as set forth in the Class A Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(B), which shall be filed by Parent at Closing; (C) The Class B Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class C Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(C), which shall be filed by Parent at Closing; (5) At or before Closing, Parent shall take all actions required extended written offers of employment to those employees of MSCTC which were terminated by Parent’s Articles MSCTC effective as of Incorporation and Bylaws to appoint Seller Preferred A Stockholder and Xxxxxx Xxxxxx to Parent’s board of directorsthe Closing on the terms described in Section 7.6 hereof. (6g) At Seller shall have received from Buyer at or before Closing, all members of Parent’s current board of directors shall submit their resignations from Parent’s board of directors. (7) At least ten (10) days prior to Closing, Parent shall have filed with the Securities and Exchange Commission, a Schedule 14f-1 disclosing the change Buyer's Closing Deliveries (as defined in majority directors of the Parentsection 3.5 below). (8) At Closing, Parent and/or Buyer will deliver directly to Sellers the following documents and instruments (the “Buyer Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged: (A) the Closing Statement; (B) certificates representing all shares of Common Stock constituting the Purchase Price Shares as set forth herein fully executed by Seller’s officers; (C) a copy, certified by an officer of Parent, of the resolutions of the Parent’s Board of Directors authorizing and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (D) a copy, certified by an officer of Buyer, of the resolutions of the Buyer’s Board of Directors authorizing and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (E) a certificate of existence of the Parent issued by the New York Secretary of State, dated not more than ten (10) days before the Closing Date; (F) to the extent not previously delivered to Seller, originals or copies of all books and records of Parent; (G) a reaffirmation of all representations and warranties of Parent and Buyer as set forth herein; (H) such other documents as Seller may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing. (9) At Closing, Parent will deliver directly to Comerica Bank, such instruments as may be required by Comerica Bank in order for Parent to fully guarantee all obligations of Meridian Waste to Comerica Bank, including, without limitation, all obligations of Meridian Waste to Comerica Bank, including, without limitation, (a) that certain Master Revolving Note dated April 30, 2014 in the original principal balance of $1,250,000.00, (b) that certain Installment Note dated April 30, 2014, in the original principal balance of $9,500,000.00, (c) that certain Draw-To Note, dated April 30, 2014 in the original principal balance of $750,000.00, and (d) that certain Credit Agreement entered into by Meridian Waste and Comerica Bank dated April 30, 2014, each of which will have been duly executed and, where appropriate, acknowledged:

Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (1a) The the representations and warranties of Parent and Buyer set forth in Section 4 3.2 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (2b) Parent and Buyer shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (3c) No no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, Statestate, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling. , or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Buyer to own the Membership Interests consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4d) Parent Buyer shall have authorized the issuance delivered to Seller of all shares comprising the Purchase Price Shares, having rights substantially as follows, subject a certificate to the approval effect that each of Seller: (Athe conditions specified above in Section 6.2(a)-(c) The Common Stock shall have is satisfied in all rights associated therewith as are currently held by the holders of Parent’s currently existing authorized and issued shares of common stock. (B) The Class A Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class A Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(B), which shall be filed by Parent at Closingrespects; (Ce) The Class B Preferred Stock Buyer shall have executed and delivered the following rights, obligations and preferences substantially as set forth in the Class C Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(C), which shall be filed by Parent at ClosingRestrictive Covenants Agreement; (5f) At or before Closing, Parent shall take all actions required by Parent’s Articles of Incorporation and Bylaws to appoint Seller Preferred A Stockholder and Xxxxxx Xxxxxx to Parent’s board of directors. (6) At or before Closing, all members of Parent’s current board of directors shall submit their resignations from Parent’s board of directors. (7) At least ten (10) days prior to Closing, Parent Buyer shall have filed with the Securities and Exchange Commission, delivered to Seller (i) a Schedule 14f-1 disclosing the change in majority directors copy of the Parent. (8) At Closing, Parent and/or articles of incorporation of the Buyer will deliver directly to Sellers the following documents and instruments (the “Buyer Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged: (A) certified on or soon before the Closing StatementDate by the Secretary of State (or comparable officer) of the State of New York, and (ii) a certificate of good standing for Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the State of New York; (Bg) certificates representing all shares of Common Stock constituting the Purchase Price Shares as set forth herein fully executed by Seller’s officers; (C) Buyer shall have delivered to Seller a copy, certified by an officer of Parent, certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, certifying as to any resolutions of the Parent’s Board of Directors authorizing and approving of the execution and delivery of Buyer relating to this Agreement and the consummation of the Contemplated Transactions; (Dh) a copy, certified by an officer of Buyer, of the resolutions of the Buyer’s Board of Directors authorizing Buyer shall have executed and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (E) delivered to Seller a certificate of existence of from Buyer that the Parent issued by the New York Secretary of State, dated not more than ten (10) days before the Closing Date; (F) to the extent not previously delivered to Seller, originals or copies of all books and records of Parent; (G) a reaffirmation of all representations and warranties of Parent and Buyer as set forth hereinherein are true and correct as of Closing; (Hi) such other documents as Seller may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing. (9) At Closing, Parent will deliver directly to Comerica Bank, such instruments as may be required by Comerica Bank in order for Parent to fully guarantee all obligations of Meridian Waste to Comerica Bank, including, without limitation, all obligations of Meridian Waste to Comerica Bank, including, without limitation, (a) that certain Master Revolving Note dated April 30, 2014 in the original principal balance of $1,250,000.00, (b) that certain Installment Note dated April 30, 2014, in the original principal balance of $9,500,000.00, (c) that certain Draw-To Note, dated April 30, 2014 in the original principal balance of $750,000.00, and (d) that certain Credit Agreement entered into by Meridian Waste and Comerica Bank dated April 30, 2014, each of which will shall have been duly able to obtain an executed andlandlord’s consent and releases of all guarantees of Seller, where appropriate, acknowledged:Seller’s Related Persons or any other person in effect on the Effective Date with respect to each lease agreement identified on Schedule 6.1(t);

Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (1a) The the representations and warranties of Parent and Buyer set forth in Section 4 3.2 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (2b) Parent and Buyer shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (3c) No no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, Statestate, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling. , or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Buyer to own the Membership Interests consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4d) Parent Buyer shall have authorized the issuance delivered to Seller of all shares comprising the Purchase Price Shares, having rights substantially as follows, subject a certificate to the approval effect that each of Seller: (Athe conditions specified above in Section 6.2(a)-(c) The Common Stock shall have is satisfied in all rights associated therewith as are currently held by the holders of Parent’s currently existing authorized and issued shares of common stock. (B) The Class A Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class A Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(B), which shall be filed by Parent at Closingrespects; (Ce) The Class B Preferred Stock Buyer shall have executed and delivered the following rights, obligations and preferences substantially as set forth in the Class C Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(C), which shall be filed by Parent at ClosingRestrictive Covenants Agreement; (5f) At or before Closing, Parent shall take all actions required to be taken by Parent’s Articles of Incorporation and Bylaws to appoint Seller Preferred A Stockholder and Xxxxxx Xxxxxx to Parent’s board of directors. (6) At or before Closing, all members of Parent’s current board of directors shall submit their resignations from Parent’s board of directors. (7) At least ten (10) days prior to Closing, Parent shall have filed Buyer in connection with the Securities and Exchange Commission, a Schedule 14f-1 disclosing the change in majority directors of the Parent. (8) At Closing, Parent and/or Buyer will deliver directly to Sellers the following documents and instruments (the “Buyer Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged: (A) the Closing Statement; (B) certificates representing all shares of Common Stock constituting the Purchase Price Shares as set forth herein fully executed by Seller’s officers; (C) a copy, certified by an officer of Parent, of the resolutions of the Parent’s Board of Directors authorizing and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (D) a copyTransactions and all certificates, certified by an officer of Buyeropinions, of the resolutions of the Buyer’s Board of Directors authorizing instruments, and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; and (E) a certificate of existence of the Parent issued by the New York Secretary of State, dated not more than ten (10) days before the Closing Date; (F) to the extent not previously delivered to Seller, originals or copies of all books and records of Parent; (G) a reaffirmation of all representations and warranties of Parent and Buyer as set forth herein; (H) such other documents as Seller may reasonably request for the purposes of properly documenting and giving required to effect to the Contemplated Transactions will be reasonably satisfactory in form and substance to occur Seller. Seller may waive any condition specified in this Section 6.2 if Seller execute a writing so stating at or prior to the Closing. (9) At Closing, Parent will deliver directly to Comerica Bank, such instruments as may be required by Comerica Bank in order for Parent to fully guarantee all obligations of Meridian Waste to Comerica Bank, including, without limitation, all obligations of Meridian Waste to Comerica Bank, including, without limitation, (a) that certain Master Revolving Note dated April 30, 2014 in the original principal balance of $1,250,000.00, (b) that certain Installment Note dated April 30, 2014, in the original principal balance of $9,500,000.00, (c) that certain Draw-To Note, dated April 30, 2014 in the original principal balance of $750,000.00, and (d) that certain Credit Agreement entered into by Meridian Waste and Comerica Bank dated April 30, 2014, each of which will have been duly executed and, where appropriate, acknowledged:

Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (1a) The representations and warranties of Parent and Buyer set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (2b) Parent and Buyer shall have performed not be in material breach of its obligations under the Lease Agreement or that certain Exclusive Commercial Patent License Agreement entered into by Buyer, Seller and complied with all of their covenants hereunder in all material respects through the Closing;Principal on or about November 8, 2017. (3c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, Statestate, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling. , or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Option or (Bii) cause any of the transactions contemplated by this Agreement Option to be rescinded following consummation, (C) affect adversely the right of Buyer to own the Membership Interests consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4d) Parent Buyer shall have authorized the issuance delivered to Seller of all shares comprising the Purchase Price Shares, having rights substantially as follows, subject a certificate to the approval effect that each of Seller: (Athe conditions specified above in Section 6.2(a)-(b) The Common Stock shall have is satisfied in all rights associated therewith as are currently held by the holders of Parent’s currently existing authorized and issued shares of common stock. (B) The Class A Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class A Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(B), which shall be filed by Parent at Closingrespects; (Ce) The Class B Preferred Stock Buyer shall have delivered to Seller (i) a certificate of good standing for Buyer issued on or soon before the following rights, obligations and preferences substantially as set forth in Closing Date by the Class C Preferred Stock Certificate Secretary of Designation, attached hereto as Schedule 2.4(b)(4)(C), which shall be filed by Parent at ClosingState (or comparable officer) of the State of Georgia; (5f) At or before Closing, Parent shall take all actions required by Parent’s Articles of Incorporation and Bylaws to appoint Seller Preferred A Stockholder and Xxxxxx Xxxxxx to Parent’s board of directors. (6) At or before Closing, all members of Parent’s current board of directors shall submit their resignations from Parent’s board of directors. (7) At least ten (10) days prior to Closing, Parent Buyer shall have filed with the Securities and Exchange Commission, delivered to Seller a Schedule 14f-1 disclosing the change in majority directors certificate of the Parent. (8) At Closingsecretary or an assistant secretary of Buyer, Parent and/or Buyer will deliver directly to Sellers the following documents and instruments (the “Buyer Closing Documents”), each dated as of which will have been duly executed and, where appropriate, acknowledged: (A) the Closing Statement; (B) certificates representing all shares of Common Stock constituting the Purchase Price Shares Date, in form and substance reasonably satisfactory to Seller, certifying as set forth herein fully executed by Seller’s officers; (C) a copy, certified by an officer of Parent, of the to any resolutions of the Parent’s Board Member of Directors authorizing the Buyer relating to this Option and approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (Dg) Buyer shall have executed and delivered to Seller a copy, certified certificate from Buyer that the representations and warranties of Buyer set forth herein are true and correct as of Closing; and, (h) all actions to be taken by an officer of Buyer, of the resolutions of the Buyer’s Board of Directors authorizing and approving the execution and delivery of this Agreement and the Buyer in connection with consummation of the Contemplated Transactions; and (E) a certificate of existence of the Parent issued by the New York Secretary of StateTransactions and all certificates, dated not more than ten (10) days before the Closing Date; (F) to the extent not previously delivered to Selleropinions, originals or copies of all books instruments, and records of Parent; (G) a reaffirmation of all representations and warranties of Parent and Buyer as set forth herein; (H) such other documents as Seller may reasonably request for the purposes of properly documenting and giving required to effect to the Contemplated Transactions will be reasonably satisfactory in form and substance to occur Seller. Seller may waive any condition specified in this Section 6.2 if Seller executes a writing so stating at or prior to the Closing. (9) At Closing, Parent will deliver directly to Comerica Bank, such instruments as may be required by Comerica Bank in order for Parent to fully guarantee all obligations of Meridian Waste to Comerica Bank, including, without limitation, all obligations of Meridian Waste to Comerica Bank, including, without limitation, (a) that certain Master Revolving Note dated April 30, 2014 in the original principal balance of $1,250,000.00, (b) that certain Installment Note dated April 30, 2014, in the original principal balance of $9,500,000.00, (c) that certain Draw-To Note, dated April 30, 2014 in the original principal balance of $750,000.00, and (d) that certain Credit Agreement entered into by Meridian Waste and Comerica Bank dated April 30, 2014, each of which will have been duly executed and, where appropriate, acknowledged: