Common use of Conditions to Obligation to Close Clause in Contracts

Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions: (a) A Xxxx of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by Xxxxxxx Bank and Xxxxxxx Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.

Conditions to Obligation to Close. Each and every 6.1 Conditions to Obligation of Vesta. --------------------------------- The obligation of Buyer each of Vesta Fire and Seller Vesta to consummate the transactions to be performed by it in connection with the Closing on the Closing Date shall be is subject to the satisfaction of the following conditions: : (a) A Xxxx the representations and warranties of Sale executed AFFC set forth in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date, provided that those representations and warranties that are confined by Seller in the form attached hereto their terms to a specified date shall speak only as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; of such date; (b) Seller AFFC shall provide releases have performed and complied with all of its respective covenants and agreements hereunder in all financing statements material respects through the Closing; (c) there shall not be any injunction, judgment, order, decree, ruling, or other evidences charge in effect preventing consummation of security interests any of the transactions contemplated by this Agreement; (d) AFFC shall have delivered to Vesta Fire and Vesta a certificate to the effect that each of the conditions specified above in Section 6.1 (a) - (c) is satisfied in all respects; (e) all approvals, authorizations, and consents from federal and state governmental and regulatory bodies required for the transactions contemplated by this Agreement (including, without limitation, the approval of the transactions contemplated by this Agreement by the Texas Department of Insurance) shall have been obtained and shall be in full force and effect and without conditions or liens filed limitations reasonably unacceptable to Vesta Fire and Vesta, and Vesta Fire and Vesta shall have been provided with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such approvals, authorizations and consents; (f) Vesta Fire and Vesta shall have received either (i) certificates of compliance (or otherwise perfected the equivalent thereof) dated as of a date not more than sixty (60) days prior to the Closing Date, with respect to each of Laurel Life and its Subsidiaries, as to the applicable jurisdictions with respect to which it has a License, or (ii) with respect to those jurisdictions with respect to which no certificate of compliance is received, an officer's certificate from AFFC stating that all reports and Taxes known to be due have been filed and paid and no adverse regulatory actions are pending or have been threatened; (g) Since June 7, 2000, there shall have been (a) no materially adverse change, or development involving a prospective change, in the general affairs, management, shareholders' equity, assets, liabilities, properties, business, operations of AFFC and its Subsidiaries, other than those resulting from (x) a change in general economic or financial conditions in the United States or (y) matters contemplated under this Agreement, and (b) no material change in the manner in which the business of AFFC or its Subsidiaries is conducted other than those resulting from matters contemplated under this Agreement; (h) AFFC and its Subsidiaries shall have given all notices, made all filings and received all authorizations, consents or approvals of all Persons required in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain such authorization, consent or approval would not materially adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement or materially affect AFFC or any of the Assets its Subsidiaries; (i) Vesta Fire and not theretofore releasedVesta shall have received from counsel to AFFC an opinion in form and substance reasonably satisfactory to Vesta Fire and Vesta and their counsel, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary addressed to permit the valid Vesta Fire and effective saleVesta, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date; (j) the Investor Rights Agreement, substantially the Employment Agreements and the Exchange Agreement shall have been executed by all parties other than Vesta Fire and Vesta that are parties to such agreements and the transactions contemplated by the Redemption Agreement shall have been consummated either prior to or contemporaneously with the Closing; and (k) all actions to be taken by AFFC and its Subsidiaries in connection with consummation of the form of "Exhibit 8(d)" heretotransactions contemplated hereby and all certificates, with only such changes as shall opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary Vesta Fire, Vesta and their counsel. Vesta Fire and Vesta may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by Xxxxxxx Bank and Xxxxxxx Bank shall release its lien on any, and all, of Seller's assetsClosing. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.6.2

Conditions to Obligation to Close. Each and every (a) Conditions to AmeriSure's Obligation. The obligation of Buyer and Seller AmeriSure to consummate the transactions to be performed by it in connection with the Closing on the Closing Date shall be is subject to the satisfaction of the following conditions: (ai) A Xxxx of Sale executed by Seller the representations and warranties set forth in the form attached hereto as "Exhibit 8(a)" selling, assigning Section 3 above shall be true and transferring to Buyer correct in all right, title material respects at and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially except to the extent that such representations and warranties are qualified by the term "material.- or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in the form of "Exhibit 8(d)" hereto, with only which case such changes as representations and warranties shall be true and correct in all respects at and as of the Closing Date: (ii) GNR shall deliver to AmeriSure, within five (5) days from the date of execution hereof. any and all documentation relating to GNR's acquisition and ownership of the Business and the Assets including any documentation relating to the ownership of the Affiliate Entities in GNR's possession. On the Closing Date, GNR shall deliver any and all documentation relating to the Acquired Assets such documentation shall include all papers, documents, computerized databases and records of GNR relating to the Acquired Assets in GN R's possession, including without l imitation all corporate, marketing records, purchase records, accounting and financial records and maintenance and production records, documents and information relating to the production and manufacturing, including know-how, trade secrets, and other reasonable documents as requested by AmeriSure relating to the Acquired Assets (the "Deliveries"). GNR's Deliveries shall be treated as confidential information and if for any reason GNR's Deliveries are delivered to AmeriSure, but the transaction does not complete, all of GNR's Deliveries will be returned to GNR, and AmeriSure will not retain, directly or indirectly, any copies thereof. (iii) GNR shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change,” in which case GNR shall have performed and complied with all of such covenants in all respects through the Closing: (iv) GNR shall have, if necessary, procured all of the third-party consents specified in Section 5(b) above; (v) 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 (A) prevent consummation of any of the transactions contemplated by this Amended Agreement, (B) cause any of the transactions contemplated by this Amended Agreement to be rescinded following consummation, and, (C) adversely affect the right of AmeriSure to acquire the Acquired Assets; (vi) all actions to be taken by GNR in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"AmeriSure; and (gvii) Seller and Buyer GNR shall have delivered performed all necessary actions to each other a certificate, signed by an authorized representative and providing that transfer legal title of the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared Acquired Assets to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by Xxxxxxx Bank and Xxxxxxx Bank shall release its lien on any, and all, the name of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreementAmeriSure.

Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions: (a) A Xxxx Bxxx of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record; (c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer; (e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer; (f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and (h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by Xxxxxxx Sxxxxxx Bank and Xxxxxxx Sxxxxxx Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.

Conditions to Obligation to Close. Each and every (a) C onditions to Buyer’s Obligation. The obligation of Buyer and Seller to consummate the transactions to be performed by it in connection with the Closing on the Closing Date shall be is subject to the satisfaction of the following conditions: (ai) A Xxxx the representations and warranties set forth in Section 3(a) and Section 4 shall be true and correct in all material respects at and as of Sale executed the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except to the extent that such representations and warranties are qualified by Seller the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the form attached hereto term “material” or “Material”) shall be true and correct in all respects at and as "Exhibit 8(a)" sellingof the Closing Date; (ii) Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, assigning except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and transferring complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (iii) Targets shall have obtained and delivered to Buyer all right, title and interest in and of the Third Party Consents set forth on Schedule 7(a)(iii) (other than with respect to any and all personal property comprising AssetsAntitrust Laws including the HSR Act) including from the DOH; (biv) Seller No Governmental Authority shall provide releases have enacted, issued, promulgated, enforced or entered an order which is in effect and has the effect of all financing statements making the transactions contemplated by this Agreement illegal, otherwise restraining or other evidences prohibiting consummation of security interests such transaction or liens filed causing and of the transactions contemplated hereunder to be rescinded following completion thereof. (v) Buyer shall have received satisfactory background checks on the individual owners of Sellers; (vi) With respect to the HSR Act, any applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise perfected with respect to been terminated; (vii) no Action shall be pending wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Assets transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Buyer to own Target Equity and not theretofore releasedto control Targets, terminated or satisfied (D) materially and adversely affect the right of recordTargets to own their assets, maintain their Permits, and to operate their businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), subject to Section 5(d); (cviii) Seller Sellers shall provide written consents of any third parties necessary have delivered to permit Buyer a certificate to the valid and effective sale, assignment, transfer and conveyance effect that each of the Assets to Buyerconditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; (dix) The opinion Buyer shall have received from Sellers the Transition and License Agreement in form and substance as set forth in Exhibit B attached hereto dated as of counsel the Closing Date; (x) Buyer shall have received from Sellers’ Agent the Escrow Agreement dated as of the Closing Date; (xi) Buyer shall have received from Sellers an equity power and assignment separate from security, in favor of Buyer, for Sellerthe Target Equity; (xii) Buyer shall have received the resignations, effective as of the Closing, of each director and officer of Targets set forth on Schedule 7(a)(xii); (xiii) Targets shall deliver to Buyer an affidavit, under penalties of perjury, stating that each Target is not and has not been a United States real property holding corporation, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be Date and in form and substance satisfactory to Buyerrequired under Treasury Regulation Section 1.897-2(h) so that Buyer is exempt from withholding any portion of the Purchase Price thereunder (the “FIRPTA Affidavit”); (exiv) The appropriate assignments necessary each of Xxxx Xxxxxxx, Xxxx Xxxx, Xxxx XxXxxxxxxx and Xxxxxx Xxxxx shall have entered into employment agreements (with customary noncompetition and non-solicitation provisions) and equity agreements with Buyer on terms reasonably satisfactory to transfer record ownership of all Sellers and Buyer, and such agreements shall be in full force and effect as of the intellectual property of Seller, in a form acceptable to BuyerClosing; (fxv) Seller Sellers shall have delivered to Buyer an executed Consent copies of the certificate of organization of each Target, certified no more than five (5) Business Days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Target’s organization; (xvi) Sellers shall have delivered to Use Buyer copies of Names the certificate of good standing of each Target, issued no more than five (5) Business Days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Target’s organization and of each jurisdiction in the form attached hereto as Exhibit "8(f)"which each such Person is qualified to do business; and (gxvii) Seller and Buyer Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of each other a certificateTarget, signed by an authorized representative dated the Closing Date, in form and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereofsubstance reasonably satisfactory to Buyer, as applicable, remain true; and to: (hi) Buyer shall have entered into, and be prepared no amendments to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by Xxxxxxx Bank and Xxxxxxx Bank shall release its lien on any, and all, the certificate of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion formation of such an agreementTarget since the date specified in clause (xiii) above; (ii) the operating agreement of such Target ; and (iii) any resolutions of the managers of such Target relating to this Agreement and the transactions contemplated hereby. Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing.