Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer and Advance America contained in Section 4.01, Section 4.03 and Section 4.05 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. Other than the representations and warranties of Buyer and Advance America contained in Section 4.01, Section 4.03 and Section 4.05, the representations and warranties of Buyer and Advance America contained in this Agreement, the other Transaction Documents, and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Each of Buyer and Advance America shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.
(c) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers.
(d) Sellers shall have received a certificate, in substantially the form attached hereto as Exhibit B, dated the Closing Date and signed by a duly authorized officer of Advance America, certifying (i) that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied, and (ii) the names and signatures of the officers of Advance America and Buyer authorized to sign this Agreement, the Transaction Documents, and the other documents to be delivered hereunder and thereunder.
(e) Buyer shall have delivered, by wire transfer of immediately available funds, (1) to an accoun...
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to sell the Success Equity Interests and to consummate the other Contemplated Transactions shall be subject to the satisfaction, at or prior to the Closing, of the following conditions (any of which may be waived in writing by the Sellers' Representative):
(a) the representations and warranties in Article IV shall have been true and correct in all material respects (disregarding any materiality qualifications set forth therein) as of the Effective Date and as of the Closing Date, in each case, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(b) the Purchaser and Greenbrook shall have performed all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing in all material respects;
(c) the Purchaser will have delivered (or caused to be delivered) to the Sellers' Representative, on behalf of the Seller Parties, the following agreements, documents and other items:
(i) the Purchase Price Shares to the applicable Seller Parties and the Escrow Agent as contemplated by Section 1.2(c);
(ii) executed counterpart signature page of the Purchaser and the Escrow Agent to the Escrow Agreement;
(iii) executed counterpart signature page of the Purchaser to the Lock-Up Agreement;
(iv) an executed counterpart signature page to the New Employment Agreement of each of Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxx;
(v) an executed counterpart signature page of Greenbrook to the Investors Rights Agreement;
(vi) an executed counterpart signature page of Greenbrook to the Registration Rights Agreement;
(vii) an executed counterpart signature page of Greenbrook to the Director Indemnification Agreement;
(viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser and Greenbrook approving the Contemplated Transactions and that all such resolutions are in full force and effect;
(ix) a certificate signed by an officer of the Purchaser certifying that the conditions specified in Section 7.3(b) have been satisfied; and
(x) such other documents, instruments or certificates relating to the Contemplated Transactions as the Sellers Representative, on behalf of t...
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following additional conditions:
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to effect the transactions contemplated hereby is also subject to the satisfaction, or waiver by the Seller, at or prior to the Closing of the following conditions:
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part (as to any Seller Party) by such Seller Party in its sole discretion):
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions to be performed by them in connection with the Closing are subject to satisfaction of the following conditions:
(a) the representations and warranties of the Buyer set forth in Section 4.2 that are qualified as to materiality shall be true and correct, and the representations and warranties set forth in Section 4.2 that are not so qualified shall be true and correct in all material respects, in each case at and as of the Closing Date, except that any representations and warranties that are given as of a particular date or period shall be true and correct only as of such date or period;
(b) the Buyer shall have performed and complied in all material respects with all of its covenants hereunder through the Closing;
(c) no injunction, judgment, order, decree, ruling, charge or investigation shall be pending or threatened before any Governmental Authority wherein a judgment, order, writ, injunction, stipulation or decree 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 rescinded following consummation;
(d) the Buyer shall have delivered to the Seller Parties a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(e) the Parties shall have received, without any conditions or limitations to which the Seller Parties have a reasonable objection, all consents, approvals and authorizations of, and shall have made such declarations, filings and registrations with, Persons (including, without limitation, any Governmental Authorities) identified in Sections 4.1(z) and 4.2(g) of the Disclosure Schedule;
(f) all certificates, instruments and other documents required by Article 8 to be delivered by the Buyer to the Seller Parties shall have been so delivered;
(g) the Buyer shall have tendered payment of the Purchase Price in the manner described in Article 2 in exchange for the Shares;
(h) the Ancillary MGA Agreements and the Guaranty Agreement shall have been duly executed and delivered by the parties thereto; and
(i) the Seller Parties shall have received an opinion of Sxxxxxx & Gxxxxxx LLP, counsel to the Buyer, in a form reasonably acceptable to the Seller Parties and their counsel. The Seller Parties may waive any condition specified in this Section 6.2 if they execute a writing so stating at or prior to the Clos...
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to close the transactions contemplated by this Agreement are subject to the prior fulfillment of each of the following conditions; provided, however, that the Seller Parties may waive in writing any one or more of such conditions:
Conditions to Obligations of the Seller Parties. The obligation of the Seller Parties to consummate the transactions contemplated by this Agreement will be subject to the fulfillment (or waiver by the Seller Parties in their sole discretion) of the following conditions on or prior to the Closing Date:
(a) the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality will be true, accurate and complete, and the representations and warranties of Purchaser contained in this Agreement that are not so qualified will be true, accurate and complete in all material respects, in each case as of the date hereof and on and as of the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation or warranty that specifically addresses matters only as of a particular date (which will remain true as of such date);
(b) Purchaser will have duly performed and complied in all material respects with all of its covenants, obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or before the Closing Date;
(c) no Applicable Law will have been enacted or made effective and no order, judgment, decree or decision of any Governmental Authority will have been issued or made that serves to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby, and no Proceeding will have been commenced and be continuing that seeks to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby;
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Seller in its sole discretion:
(a) The representations and warranties of Buyer contained in this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (in each case without giving effect to any Materiality Qualifiers), except as would not have a Buyer Material Adverse Effect. The Buyer Parties shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing.
(b) Seller shall have received items to be delivered by the Buyer Parties pursuant to Section 2.7(c).
Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller (on behalf of the Seller Parties) in its sole discretion:
