Common use of Conditions to Obligations of Acquiror and Acquiror Merger Subsidiary Clause in Contracts

Conditions to Obligations of Acquiror and Acquiror Merger Subsidiary. The obligations of Acquiror and Acquiror Merger Subsidiary to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) All agreements, certificates, opinions and other documents shall be reasonably satisfactory in form, scope and substance to Acquiror and its counsel, and Acquiror and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers; (b) The representations and warranties of the Company contained in this Agreement or in any Collateral Document shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct in all material respects as of such date on the Closing Date; each and all of the covenants, agreements and conditions to be performed or satisfied by the Company or the Principal Stockholder hereunder or under the Stockholders' Agreement at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and the Company shall have furnished Acquiror with such certificates and other documents evidencing the truth of such representations and warranties and the performance of such covenants, agreements or conditions as Acquiror shall have reasonably requested; (c) The Company shall have furnished Acquiror and, at Acquiror's request, any bank or other financial institution providing credit to Acquiror in order for Acquiror to consummate the Merger, with favorable opinions dated the Closing Date of Xxxxxxxx & Xxxxx, counsel for the Company, in the form attached hereto as Exhibit 6.2(c); (d) Each Stockholder of the Company receiving shares of Acquiror Stock shall have executed and delivered an Investment Agreement in the form of Exhibit 5.3 hereto, and each individual listed in Section 5.3(a)(ii) of the Disclosure Schedule shall have executed and delivered a Noncompetition and Nonsolicitation Agreement in the form of Exhibit 5.3(a)(ii) hereto; (e) The Company shall have obtained (i) consents to the assignment and continuation of (A) all Material Agreements listed on Section 3.1(c) of the Disclosure Schedule, subject, to the extent applicable, to satisfaction of Acquiror's obligations in Section 2.5 hereof, and (B) as to any Material Agreement not identified on Section 3.1(c) of the Disclosure Schedule, any such Material Agreement which, in the reasonable judgment of Acquiror, requires such consents, and (ii) satisfaction and discharge of all Liens set forth in Section 3.5(a) of the Disclosure Schedule in favor of First Source Financial LLP, subject to satisfaction of Acquiror's obligations in Section 2.5 hereof; (f) As of the Closing Date, there shall not have occurred and be continuing any Adverse Change affecting the Company from the condition thereof (financial and other) reflected in the Financial Statements; (g) Each of the officers and directors of the Company and each of its Subsidiaries and each trustee under each Plan shall have submitted his or her unqualified written resignation, dated as of the Closing Date, from all such positions held with the Company and each of its Subsidiaries and as a trustee for each such Plan; (h) Except for those Contractual Obligations which Section 3.9 of the Disclosure Schedule specifically indicates will not be satisfied and discharged prior to the Closing Date, and except for such Contractual Obligations as to which Acquiror has notified the Company that it wants to retain, which notice shall be delivered not less than twenty (20) days prior to Closing and which Contractual Obligations shall be effective as of the Effective Time, all Contractual Obligations set forth in Section 3.9 of the Disclosure Schedule shall have been satisfied and discharged as of the Closing Date; (i) Acquiror shall have received a favorable opinion, dated the Closing Date, of Xxxxxxxx & Worcester LLP, its special tax counsel, to the effect that this Agreement constitutes a tax-free plan of reorganization in accordance with the provisions of Section 368(a) of the Code and as to the consequences thereof to Acquiror; and (j) Acquiror, the Company, the Agent and the Escrow Agent shall have executed and delivered the Escrow Agreement and the Escrow Indemnity Funds described therein shall have been delivered to the Escrow Agent.

Conditions to Obligations of Acquiror and Acquiror Merger Subsidiary. The obligations of Acquiror and Acquiror Merger Subsidiary to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) All agreements, certificates, opinions and other documents shall be reasonably satisfactory in form, scope and substance to Acquiror and its counsel, and Acquiror and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers; (b) The representations representations, warranties, covenants and warranties agreements of the Company contained in this Agreement or otherwise made in any Collateral Document writing by it or on its behalf pursuant hereto or otherwise made in connection with the Merger and the Transactions shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date date, which shall continue to be true and correct in all material respects as of such date on the Closing Date; each and all of the covenants, agreements and conditions to be performed or satisfied by the Company or the Principal Stockholder hereunder or under the Stockholders' Agreement at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and the Company shall have furnished Acquiror with such certificates and other documents evidencing the truth of such representations representations, warranties, covenants and warranties agreements and the performance of such covenants, agreements or conditions as Acquiror shall have reasonably requested; (c) The Company There shall have been furnished Acquiror and, at Acquiror's request, any bank or other financial institution providing credit to Acquiror in order for Acquiror to consummate the Merger, with favorable opinions dated the Closing Date of Xxxxxxxx Howard, Rice, Nemerovski, Canady, Xxxx & Xxxxx, counsel for the Company, Xxxxxx in the form attached hereto as Exhibit 6.2(c)and substance satisfactory to Acquiror and its counsel; (d) Each Stockholder of the Company receiving shares of Acquiror Stock shall have executed and delivered an Investment Agreement in the form of Exhibit 5.3 hereto, and each individual listed in Section 5.3(a)(ii) of the Disclosure Schedule shall have executed and delivered a Noncompetition and Nonsolicitation Agreement in the form of Exhibit 5.3(a)(ii) hereto; (e) The Company shall have obtained (i) consents to the assignment and continuation of (A) all Material Agreements listed on Section 3.1(c) of the Disclosure Schedule, subject, to the extent applicable, to satisfaction of Acquiror's obligations in Section 2.5 hereof, and (B) as to any Material Agreement not identified on Section 3.1(c) of the Disclosure Schedule, any such Material Agreement which, in the reasonable judgment of Acquiror, requires such consents, and (ii) satisfaction and discharge of all Liens set forth in Section 3.5(a) of the Disclosure Schedule in favor of First Source Financial LLP, subject to satisfaction of Acquiror's obligations in Section 2.5 hereof; (f) As of the Closing Date, there shall not have occurred and be continuing any Adverse Change affecting the Company from the condition thereof (financial and other) reflected in the Financial Statements; (g) Each of the officers and directors of the Company and each of its Subsidiaries and each trustee under each Plan shall have submitted his or her unqualified written resignation, dated as of the Closing Date, from all such positions held with the Company and each of its Subsidiaries and as a trustee for each such Plan; (h) Except for those Contractual Obligations which Section 3.9 of the Disclosure Schedule specifically indicates will not be satisfied and discharged prior to the Closing Date, and except for such Contractual Obligations as to which Acquiror has notified the Company that it wants to retain, which notice shall be delivered not less than twenty (20) days prior to Closing and which Contractual Obligations shall be effective as of the Effective Time, all Contractual Obligations set forth in Section 3.9 of the Disclosure Schedule shall have been satisfied and discharged as of the Closing Date; (i) Acquiror shall have received a favorable opinion, dated the Closing Date, of Xxxxxxxx & Worcester LLP, its special tax counsel, to the effect that this Agreement constitutes a tax-free plan of reorganization in accordance with the provisions of Section 368(a) of the Code and as to the consequences thereof to Acquiror; and (j) Acquiror, the Company, the Agent and the Escrow Agent shall have executed and delivered the Escrow Agreement and the Escrow Indemnity Funds described therein shall have been delivered to the Escrow Agent.

Conditions to Obligations of Acquiror and Acquiror Merger Subsidiary. The obligations of Acquiror and Acquiror Merger Subsidiary to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) All agreements, certificates, opinions and other documents shall be reasonably satisfactory in form, scope and substance to Acquiror and its counsel, and Acquiror and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper corporate officers; (b) The representations representations, warranties, covenants and warranties agreements of the Company contained in this Agreement or otherwise made in any Collateral Document writing by it or on its behalf pursuant hereto or otherwise made in connection with the Merger and the Transactions shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct in all material respects as of such date on the Closing Date; each and all of the covenants, agreements and conditions to be performed or satisfied by the Company or the Principal Stockholder any Stockholders hereunder or under the Stockholders' Agreement at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and the Company shall have furnished Acquiror with such certificates and other documents evidencing the truth of such representations representations, warranties, covenants and warranties agreements and the performance of such covenants, agreements or conditions as Acquiror shall have reasonably requested; (c) The Company shall have furnished Acquiror and, at Acquiror's request, any bank or other financial institution providing credit to Acquiror in order for Acquiror to consummate the MergerAcquiror, with favorable opinions dated the Closing Date of Xxxxxxxx Woods, Oviatt, Gilman, Sturman & XxxxxClarke, LLP, counsel for the Company, in the ix xxx form attached hereto as Exhibit 6.2(cherxxx xx Exhxxxx 0.2(c); (d) No Legal Action or other Claim shall be pending or threatened at any time prior to or on the Closing Date before or by any Authority or by any other Person seeking to restrain or prohibit, or damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the Merger and the Transactions or which might in the reasonable judgment of Acquiror have any Adverse Effect on the Company or, assuming consummation of the Merger, Acquiror and its Subsidiaries taken as a whole; (e) Each Stockholder Affiliate of the Company receiving shares of Acquiror Stock shall have executed and delivered an Investment Affiliate Agreement in the form of Exhibit 5.3 hereto, hereto and each individual listed in Section 5.3(a)(ii) of Acquiror and the Disclosure Schedule Principal Stockholders shall have executed and delivered a Noncompetition and Nonsolicitation Agreement in entered into the form of Exhibit 5.3(a)(ii) heretoRegistration Rights Agreement; (ef) The Company shall have obtained (i) consents to the assignment and continuation of (A) all Material Agreements listed on Section 3.1(c) of the Disclosure Schedule, subject, to the extent applicable, to satisfaction of Acquiror's obligations in Section 2.5 hereof, and (B) as to any Material Agreement not identified on Section 3.1(c) of the Disclosure Schedule, any such Material Agreement which, in the reasonable judgment of Acquiror, requires Acquiror require such consents, and (ii) the Company shall have obtained satisfaction and discharge of all Liens set forth in Section 3.5(a) of the Disclosure Schedule in favor of First Source Financial LLPFleet Bank of Massachusetts, subject N.A., but only to satisfaction of Acquiror's obligations in Section 2.5 hereofthe extent that Acquiror elects to repay or prepay the Indebtedness corresponding to such Liens from its own funds; (fg) As of the Closing Date, there shall not have occurred and be continuing any Adverse Change affecting the Company from the condition thereof (financial and other) reflected in the Financial Statements; (gh) Each of the officers and directors of the Company and each of its Subsidiaries and each trustee under each Plan shall have submitted his or her unqualified written resignation, dated as of the Closing Date, from all such positions held with the Company and each of its Subsidiaries and as a trustee for each such Plan; (hi) Except for those Contractual Obligations which Section 3.9 of the Disclosure Schedule specifically indicates will not be satisfied and discharged prior to the Closing Date, and except for such Contractual Obligations as to which Acquiror has notified the Company that it wants to retain, which notice shall be delivered not less than twenty (20) days prior to Closing and which Contractual Obligations shall be effective as of the Effective Time, all Contractual Obligations set forth in Section 3.9 of the Disclosure Schedule shall have been satisfied and discharged as of the Closing Date; (ij) Acquiror shall have received a favorable opinion, dated the Closing Date, of Xxxxxxxx Sullivan & Worcester LLP, its special tax counsel, to the effect that this Agreement thxx Xxxxxment constitutes a tax-free plan of reorganization in accordance with the provisions of Section 368(a) of the Code and as to the consequences thereof to Acquiror; and (jk) Acquiror, the Company, the Agent and the Escrow Agent shall have executed and delivered the Escrow Agreement and the Escrow Indemnity Funds described therein shall have been delivered to the Escrow Agent.