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

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect the closing of the Transactions is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation and warranty of Buyer in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will be true and correct in all material respects, in each case both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date). (b) Buyer will have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed and complied with by Buyer on or before the Closing Date. (c) Buyer will have delivered to the Seller Representative a certificate of a duly authorized officer of Buyer, dated the Closing Date and executed by such officer certifying the items in Sections 7.2(a) and 7.2(b). (d) Buyer will have delivered (or caused to be delivered) to the Seller Representative each of the other items contemplated to be so delivered by this Agreement, including each item listed in Section 2.3. (e) No Governmental Entity of competent jurisdiction will have instituted any Action to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the consummation of the other Transactions.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect consummate the closing of the Transactions transactions to be performed by them in connection with this Agreement is subject to satisfaction (or written waiver by Sellers, as applicable, on or prior to the satisfaction at or before Closing of all Date) of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation a. the representations and warranty warranties of Buyer the Purchaser set forth in Article 5 that contains a Materiality Qualifier will have been and will ARTICLE 3 above shall be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will be true and correct in all material respects, in each case both as of the date of this Agreement at and as of the Closing Date as though made on and as of Date; b. the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date). (b) Buyer will Purchaser shall have performed and complied with, in with all material respects, all of its covenants and agreements required by this Agreement to be performed and complied with by Buyer on or before hereunder through the Closing Date.; c. Sellers and Purchaser shall have received all approxxxx, xxxxxrizations and consents required to be obtained prior to consummation of the transactions contemplated herein, which includes the prior written consent of Orion's lender, Health Care Business Credit Corporation; d. approval of an Amended and Restated Operating Agreement; e. approval of a Management Services Agreement between Orion and TASC, in substantially the form attached hereto as EXHIBIT E (c) Buyer will the "MANAGEMENT AGREEMENT"); f. on prior to the Closing Date, the Property Sale Agreement shall have been entered into by the applicable parties; g. on or prior to the Closing Date, the parties hereto shall have finalized satisfactory agreements for the sale of substantially all of the assets of TASC Anesthesia, LLC to the Purchaser and the provision of anesthesia services to TASC; h. on or prior to the Closing Date, Orion shall have received a note from TASC, in substantially the form attached hereto at EXHIBIT F (the "TASC NOTE"); i. the Purchaser shall have delivered to the Seller Representative a certificate of a duly authorized officer of Buyer, dated the Closing Date Sellers all documents and executed by such officer certifying the other items specified in Sections 7.2(a) and 7.2(b).SECTION 2.3; and (d) Buyer will have delivered (or caused j. all actions to be delivered) to taken by the Seller Representative each of the other items contemplated to be so delivered by this Agreement, including each item listed Purchaser in Section 2.3. (e) No Governmental Entity of competent jurisdiction will have instituted any Action to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other Transactionsdocuments required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect consummate the closing of transactions to be performed by them in connection with the Transactions Closing is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation the representations and warranty warranties of Buyer and Parent set forth in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will Section 3.2 shall be true and correct in all material respects, in each case both as of the date of this Agreement respects at and as of the Closing Date Date, except to the extent that such representations and warranties are qualified by terms such as though made on “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 (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date).Date; (b) Buyer will and Parent shall have performed and complied with, with all of their covenants hereunder in all material respectsrespects through the Closing; (c) no action, all covenants and agreements required 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 injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and complied with by Buyer on no such injunction, judgment, order, decree, ruling, or before the Closing Date. (c) Buyer will have delivered to the Seller Representative a certificate of a duly authorized officer of Buyer, dated the Closing Date and executed by such officer certifying the items charge shall be in Sections 7.2(a) and 7.2(beffect).; (d) Buyer will and Parent shall have delivered (or caused to be delivered) Sellers a certificate to the Seller Representative effect that each of the other items contemplated to be so delivered by this Agreement, including each item listed conditions specified above in Section 2.3.6.2(a)-(c) is satisfied in all respects; (e) No Governmental Entity The Operating Companies shall have assigned, without warranty, all of competent jurisdiction will their existing Accounts Receivables to Sellers; (f) Parent shall have instituted any Action executed and delivered the Warrant; and, (g) all actions to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved be taken by Buyer in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other Transactionsdocuments required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Sellers. Sellers may waive any condition specified in this Section 6.2 if Sellers execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect consummate the closing of transactions to be performed by them in connection with the Transactions Closing is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation the representations and warranty warranties of Buyer and Parent set forth in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will Section 3.2 shall be true and correct in all material respects, in each case both as of the date of this Agreement respects at and as of the Closing Date Date, except to the extent that such representations and warranties are qualified by terms such as though made on “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 (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date).Date; (b) Buyer will and Parent shall have performed and complied with, with all of their covenants hereunder in all material respectsrespects through the Closing; (c) no action, all covenants and agreements required 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 injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and complied with by Buyer on no such injunction, judgment, order, decree, ruling, or before the Closing Date. (c) Buyer will have delivered to the Seller Representative a certificate of a duly authorized officer of Buyer, dated the Closing Date and executed by such officer certifying the items charge shall be in Sections 7.2(a) and 7.2(beffect).; (d) Buyer will and Parent shall have delivered (or caused to be delivered) Sellers a certificate to the Seller Representative effect that each of the other items contemplated to be so delivered by this Agreement, including each item listed conditions specified above in Section 2.3.6.2(a)-(c) is satisfied in all respects; (e) No Governmental Entity of competent jurisdiction will have instituted any Action all actions to restrain, prohibit be taken by Buyer or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved Parent in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Sellers; (f) Buyer and Parent shall have delivered to Sellers (i) a copy of the articles of incorporation of the Buyer and Parent certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of organization of the Buyer and Parent, (ii) a certificate of good standing for the Buyer and Parent issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of organization of the Buyer and of each jurisdiction in which the Buyer is qualified to do business, (iii) the minute books and all corporate records of the Buyer and (iv) all other Organizational Documents of Buyer; and, (g) Buyer and Parent shall have delivered to Sellers a certificate of the secretary or an assistant secretary of the Buyer and Parent, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, certifying as to (i) no amendments to the articles of organization or other Organizational Documents of the Buyer since Effective Date; and (ii) any resolutions of the members of the Buyer and Parent relating to this Agreement and the Contemplated Transactions. Sellers may waive any condition specified in this Section 6.2 if Sellers execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect consummate the closing of transactions to be performed by them in connection with the Transactions Closing is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation the representations and warranty warranties of Buyer set forth in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will Section 3.2 shall be true and correct in all material respects, in each case both as of the date of this Agreement respects at and as of the Closing Date Date, except to the extent that such representations and warranties are qualified by terms such as though made on “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 (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date).Date; (b) Buyer will shall have performed and complied with, with all of its covenants hereunder in all material respectsrespects 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 and agreements required in all respects through the Closing; (c) 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 injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and complied with by Buyer on no such injunction, judgment, order, decree, ruling, or before the Closing Date. (c) Buyer will have delivered to the Seller Representative a certificate of a duly authorized officer of Buyer, dated the Closing Date and executed by such officer certifying the items charge shall be in Sections 7.2(a) and 7.2(beffect).; (d) Buyer will shall have delivered (or caused to be delivered) Sellers a certificate to the Seller Representative effect that each of the other items contemplated to be so delivered by this Agreement, including each item listed conditions specified above in Section 2.3.6.2(a)-(c) is satisfied in all respects; (e) No Governmental Entity of competent jurisdiction will Buyer shall have instituted any Action executed and delivered the Restrictive Covenants Agreement; and (f) all actions to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved be taken by Buyer in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other Transactionsdocuments required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Sellers. Sellers may waive any condition specified in this Section 6.2 if Sellers execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect consummate the closing of transactions to be performed by them in connection with the Transactions Closing is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation the representations and warranty warranties of Buyer set forth in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will Section 3.2 shall be true and correct in all material respects, in each case both as of the date of this Agreement respects at and as of the Closing Date Date, except to the extent that such representations and warranties are qualified by terms such as though made on “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 (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date).Date; (b) Buyer will shall have performed and complied with, with all of its covenants hereunder in all material respectsrespects 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 and agreements required in all respects through the Closing; (c) 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 injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and complied with by Buyer on no such injunction, judgment, order, decree, ruling, or before the Closing Date. (c) Buyer will have delivered to the Seller Representative a certificate of a duly authorized officer of Buyer, dated the Closing Date and executed by such officer certifying the items charge shall be in Sections 7.2(a) and 7.2(beffect).; (d) Buyer will shall have delivered (or caused to be delivered) Sellers a certificate to the Seller Representative effect that each of the other items contemplated to be so delivered by this Agreement, including each item listed conditions specified above in Section 2.3.6.2(a)-(c) is satisfied in all respects; (e) No Governmental Entity of competent jurisdiction will Buyer shall have instituted any Action entered into the Employment Agreements with Winsness and Xxxxxxxxxx; (f) Buyer shall have entered into the Consulting Agreements with Xxxxxx and Xxxxxx; (g) all actions to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved be taken by Buyer in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other Transactionsdocuments required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Sellers; (h) Buyer shall have executed an Employment Agreement with Winsness and Xxxxxxxxxx substantially in the form of attached hereto as Schedule 6.1(p)(i) and Employment Agreements with such other key employees the Company of the Buyer’s choosing substantially in the form attached hereto as Schedule 6.1(p)(ii); and, (i) Buyer shall provide to Seller all Organizational Documents and other documents requested by Seller that establish Buyer’s authority to execute and deliver this Agreement, Purchase the Membership Interests according to the terms set forth in Section 2 of this Agreement and Close such purchase according to those terms without the Consent of any Person. Sellers may waive any condition specified in this Section 6.2 if Sellers execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect sell the closing of the Transactions Purchased Assets at Closing is further subject to the satisfaction fulfillment (or waiver in a writing signed by Sellers, to the extent permissible under applicable Law) at or before prior to the Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation the representations and warranty warranties of Buyer in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will contained herein shall be true and correct in all material respects, in each case both respects as of the date of this Agreement Date and as of the Closing Date as though made on and as of such date (except to the Closing Date (orextent such representations and warranties speak as of an earlier date, in each which case, if any such representation representations and warranty is expressly stated to have been made as of a specific date, then, for such representation warranties shall be true and warranty, correct in all material respects as of such specific earlier date).; (b) Buyer will shall have performed and complied with, in all material respects, respects with all covenants and agreements required by this Agreement to be performed and or complied with by Buyer on or before the Closing Date.prior to Closing; (c) Buyer will shall have delivered to the Seller Representative Sellers a certificate of a duly authorized officer of Buyercertificate, dated the Closing Date and executed signed by a duly authorized executive officer (in such officer officer’s capacity as such and not individually) of Buyer, certifying to the items effect that the conditions set forth in Sections 7.2(aSection 6.2(a) and 7.2(b).Section 6.2(b) have been satisfied; (d) Buyer will shall have delivered (or caused to be delivered) to satisfied the Seller Representative each of the other items contemplated to be so delivered by this Agreement, including each item listed Base Purchase Price in accordance with Section 2.3.2.2; (e) No Governmental Entity of competent jurisdiction will Buyer shall be prepared to deliver, or cause to be delivered, to Sellers the items set forth in Section 2.7; and (f) the Sale Order shall have instituted been entered, is not subject to any Action to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved stay and is in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the consummation of the other Transactionseffect.

Conditions to Obligation of Sellers to Close. The obligation of Sellers to effect sell the closing of the Transactions Purchased Assets at Closing is further subject to the satisfaction fulfillment (or waiver in a writing signed by Sellers, to the extent permissible under applicable Law) at or before prior to the Closing of all of the following conditions, any one or more of which may be waived by the Seller Representative, in the Seller Representative’s sole discretion: (a) (i) Each representation the representations and warranty warranties of Buyer in Article 5 that contains a Materiality Qualifier will have been and will be true and correct in all respects, and (ii) each representation and warranty of Buyer in Article 5 that does not contain a Materiality Qualifier will have been and will contained herein shall be true and correct in all material respects, in each case both respects as of the date of this Agreement Date and as of the Closing Date as though made on and as of such date (except to the Closing Date (orextent such representations and warranties speak as of an earlier date, in each which case, if any such representation representations and warranty is expressly stated to have been made as of a specific date, then, for such representation warranties shall be true and warranty, correct in all material respects as of such specific earlier date).; (b) Buyer will shall have performed and complied with, in all material respects, respects with all covenants and agreements required by this Agreement to be performed and or complied with by Buyer on or before the Closing Date.prior to Closing; (c) Buyer will shall have delivered to the Seller Representative Sellers a certificate of a duly authorized officer of Buyercertificate, dated the Closing Date and executed signed by a duly authorized executive officer (in such officer officer’s capacity as such and not individually) of Buyer, certifying to the items effect that the conditions set forth in Sections 7.2(aSection 6.2(a) and 7.2(b).Section 6.2(b) have been satisfied; (d) Buyer will shall have delivered (or caused to be delivered) to paidsatisfied the Seller Representative each of the other items contemplated to be so delivered by this Agreement, including each item listed Base Purchase Price in Section 2.3.accordance with Section (e) No Governmental Entity of competent jurisdiction will forth in Section 2.7; and Buyer shall be prepared to deliver, or cause to be delivered, to Sellers the items set (f) the Sale Order shall have instituted been entered, is not subject to any Action to restrain, prohibit or otherwise challenge the legality or validity of the Transactions that has not been dismissed or otherwise resolved stay and is in a manner that does not materially and adversely affect the Transactions and no injunction, Order or decree of any Governmental Entity will be in effect that restrains or prohibits the purchase or sale of the Units or the consummation of the other Transactionseffect.