Common use of Conditions to Obligations of the Seller Parties Clause in Contracts

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 account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (f) Buyer shall have delivered to each Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets and the Assumed Liabilities of Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

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 waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) The representations and warranties of Buyer and Advance America contained in Section 4.01, Section 4.03 and Section 4.05 Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on both when made and as of the Closing Date with (except to the same effect as though made at and extent any such representation or warranty speaks as of a specified date, in which case 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 representation or other writing delivered pursuant hereto warranty 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 such date). The representations and warranties of the date hereof Buyer contained in this Agreement (other than the Buyer Fundamental Representations) shall be true and on correct both when made and as of the Closing Date with Date, or in the same effect as though made at and as case of such date (except those representations and warranties that address matters only are made as of a specified date, the accuracy of which such representations and warranties shall be determined true and correct as of that such specified date (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Buyer Material Adverse Effect” set forth therein (“Buyer Materiality Qualifiers”)), except as would not have a Buyer Material Adverse Effect. The Buyer Parties shall have performed in all respects). (b) Each of Buyer material respects all obligations and Advance America shall have duly performed agreements and complied in all material respects with all agreements, covenants, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them prior to or on at the Closing Date. (c) Closing. 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 Seller shall have received from the Buyer a certificatecertificate to the effect set forth in the preceding sentences, in substantially the form attached hereto as Exhibit B, dated the Closing Date and signed by a duly authorized officer thereof. (b) The Seller shall have received an executed counterpart of Advance America, certifying (i) that each of the conditions set forth in Section 7.03(a) Ancillary Agreements, signed by each party other than the Seller Parties 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 received the other documents items to be delivered hereunder and thereunderby the Buyer Parties pursuant to Section 2.7(c). (e) Buyer shall have delivered, by wire transfer of immediately available funds, (1) to an account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (f) Buyer shall have delivered to each Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets and the Assumed Liabilities of Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be Transactions are further subject to the fulfillment satisfaction or Parent’s waiver, at or prior to waiver by the Closing, of each Seller Parties of the following conditions: (a) The (i) the representations and warranties of Buyer and Advance America Parent contained in Section 4.016.1, Section 4.03 6.2, Section 6.5 and Section 4.05 6.6 of this Agreement (other than Section 6.5(a), the first sentence of Section 6.5(d), Section 6.6(a) and the first sentence of Section 6.6(c)) (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects on and as of the date hereof and on Closing Date as if made at and as of the Closing Date with (except to the same effect extent any such representation and warranty by its terms addresses matters only as though of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time), and (ii) the representations and warranties of Parent contained in Section 6.5(a), the first sentence of Section 6.5(d), Section 6.6(a) and the first sentence of Section 6.6(c) of this Agreement shall be true and correct (except for de minimis exceptions) as of the Closing Date as if made at and as of the Closing Date (except to the extent any such date. Other than representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct (except for de minimis exceptions) as of such other time) and (iii) all of the other 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 Parent contained in this Agreement, the other Transaction Documents, and Agreement or in any certificate or other writing delivered by Parent pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) 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 Closing Date as if made at and as of the Closing Date with the same effect as though made at and as of such date (except those representations to the extent any such representation and warranties that address warranty by its terms addresses matters only as of a another specified datetime, the accuracy of in which shall case such representation and warranty will be determined true and correct as of that specified date in all respectssuch other time)., except where the failure of such representations and warranties to be so true and correct would not have a Parent Material Adverse Effect; (b) Each of Buyer and Advance America Parent shall have duly performed and complied with in all material respects with all agreements, covenants, and conditions required by this Agreement and each of the other Transaction Documents covenants and obligations required to be performed or complied with by it them under this Agreement on or prior to or on the Closing Date.; (c) The Transaction Documents (other than this Agreement) from the date hereof and through the Closing Date, there shall not have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers.occurred a Parent Material Adverse Effect; (d) Sellers the Seller Parties shall have received the duly executed S&K Opinion and Parent shall have delivered to the Sellers’ Representative the other items to be delivered by Parent pursuant to Section 8.3; (e) Parent shall have delivered to the Sellers’ Representative as of the Closing Date, a certificate, in substantially the form attached hereto dated as Exhibit Bof such date, dated the Closing Date and signed executed by a duly authorized an executive officer of Advance America, certifying (i) Parent to the effect that each of the conditions set forth in Section 7.03(aclauses (a), (b), (c) and (d) of this Section 7.03(b) 10.2 have been satisfied, and (ii) the names and signatures satisfied as 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 account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent.Date; and (f) Buyer Parent shall have delivered to each Seller the Sellers’ Representative as of the Closing Date, a duly certificate, dated as of such date, executed counterpart by an executive officer of Parent, certifying as to a xxxx of sale, assignmentthe aggregate outstanding Borrowed Indebtedness, and assumption agreementthe aggregate cash and cash equivalents, in substantially of Parent and its Subsidiaries as of the form attached hereto as Exhibit C, with respect Closing Date (without giving effect to the Purchased Assets and the Assumed Liabilities of BuyerTransactions). (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate effect the transactions contemplated by this Agreement Closing shall be subject to the fulfillment or ParentSeller’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 set forth in Section 4.01, Section 4.03 5.01 [Organization and Section 4.05Authority of Buyer], 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 Agreement shall be true and correct in all respects (in the case of without giving effect to any representation or warranty qualified by materiality or Material Adverse Effectqualifiers contained therein) 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 as of the Closing Date as though made as of such date (except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct as of such specific date), except where the failure of any such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to prevent, prohibit or materially delay the ability of Buyer to consummate the transactions contemplated by this Agreement. The representations and warranties set forth in Section 5.01 [Organization and Authority of Buyer] shall be true and correct in all but de minimis respects as of the date hereof and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties to the extent that address matters only any such representation or warranty expressly speaks as of a specified specific date, the accuracy of in which case such representation or warranty shall be determined true and correct as of that specified date in all respectssuch specific date). (b) Each of Buyer and Advance America shall have duly performed and complied in all material respects with all agreements, covenants, agreements and conditions obligations required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing DateClosing. (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 Seller Parties 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 AmericaBuyer, certifying (i) that each of the conditions set forth in Section 7.03(a8.03(a) and Section 7.03(b8.03(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 account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (f) Buyer shall have delivered to each Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets and the Assumed Liabilities of Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

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 the Seller Parties’ 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 Purchaser contained in this Agreement, the other Transaction Documents, Ancillary Agreements 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 Purchaser shall have duly performed and complied in all material respects with all agreements, covenants, covenants and conditions required by this Agreement and each of the other Transaction Documents Ancillary Agreements to be performed or complied with by it prior to or on the Closing Date. (c) The Transaction Documents (other than this Agreement) Purchaser shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to SellersSeller duly executed counterparts to the Ancillary Agreements and such other documents and deliveries set forth in Section 3.2. (d) Sellers Seller 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 AmericaPurchaser, certifying (i) that each of the conditions set forth in Section 7.03(a8.3(a) and Section 7.03(b8.3(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 Seller shall have deliveredreceived a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of managers of Purchaser authorizing the execution, by wire transfer delivery and performance of immediately available funds, (1) to an account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (f) Buyer shall have delivered to each Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets this Agreement and the Assumed Liabilities Ancillary Agreements and the consummation of Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreementhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

Conditions to Obligations of the Seller Parties. The obligations of Closing under this Agreement by the Seller Parties to consummate on the transactions contemplated by this Agreement Closing Date shall be subject to conditioned upon the fulfillment or Parent’s waiver, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent, or those conditions precedent being waived by the Seller in writing, as applicable (however, unless the Seller Parties explicitly express such waiver in writing, waiver of any of the following conditions precedents by the Seller Parties shall not be deemed as a waiver of any claim of rights the Seller Parties entitled to as a result of breach by the Buyer Parties of any representation, warranty or undertaking, or any misrepresentation made by the Buyer Parties): 6.2.1 The Buyer Parties shall have executed and delivered to the Seller each Transaction Document, which shall remain in full force on the Closing Date (other than those shall be effective at or after Closing); 6.2.2 Board of shareholders and board of directors, as applicable, of the Buyer Parties shall have approved the Transaction to be performed and completed pursuant to the Transaction Documents, and such approvals shall remain in full force on the Closing Date; 6.2.3 As of the Closing Date, all representations and warranties made by the Buyer Parties herein: (ai) The in the case of all representations and warranties not qualified by materiality, shall be true, correct and not misleading in all material aspects; and (ii) in the case of all representations and warranties qualified by materiality, shall be true, correct and not misleading in all aspects, except for those representations and warranties which refer to or are made only as of a particular date; for the avoidance of doubt, among others, the representations and warranties of the Buyer and Advance America contained in Section 4.01, Section 4.03 and Section 4.05 Parties under Clause 3.2.6 (Source of Funds) herein shall be true and correct in all respects on aspects; 6.2.4 The Buyer Parties shall have performed and as of the date hereof and on and as of the Closing Date complied 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 aspects all covenants 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 undertakings required by this Agreement and each of the other Transaction Documents to be performed or complied with by it on or prior to or on the Closing Date.; and (c) 6.2.5 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 Seller shall have received a certificatewritten certificate issued by the Buyer, in substantially the form attached hereto as Exhibit B, dated the which confirms that all 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) Conditions above 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 account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (f) Buyer shall have delivered to each Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets and the Assumed Liabilities of Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment prior to or Parent’s waiverat Closing of the following conditions, unless waived by Fortis in writing: (i) All of the covenants and obligations that Parent and each Buyer are required to perform or to comply with pursuant to this Agreement at or prior to the Closing, of Closing (considered collectively) and each of the following conditions: those covenants and obligations (aconsidered individually) The shall have been duly performed and complied with in all material respects, (ii) Parent's and each Buyer's representations and warranties of Buyer and Advance America contained in Section 4.01, Section 4.03 and Section 4.05 this Agreement shall be true and correct in all respects on and as of the date hereof and on of this Agreement and as of the Closing Date with as if made on the same effect Closing Date (except 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 to any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case that specifically relates to an earlier date), provided that no breaches 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 deemed to excuse the Seller Parties' obligations to consummate the transactions contemplated hereby unless, individually or in the aggregate, such breaches could reasonably be likely to result in a Buyer Material Adverse Effect (ignoring, for this purpose, any materiality or material adverse effect qualifications to such representations and warranties), and (iii) Fortis shall have received a certificate signed by a duly elected officer of Parent and each Buyer to the effect that specified date in all respects)the foregoing conditions have been satisfied. (b) Each of Buyer and Advance America Fortis shall have received from Parent and each Buyer certified copies of the resolutions duly performed adopted by their respective boards of directors approving the execution and complied in all material respects with all agreements, covenants, and conditions required by delivery of this Agreement and each the Ancillary Agreements and the consummation of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Datetransactions contemplated hereby and thereby. (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 Seller Parties 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 closing deliveries listed in Section 7.03(a2.8(b) 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 thereunderhereof. (e) Buyer shall have delivered, by wire transfer of immediately available funds, (1) to an account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (f) Buyer shall have delivered to each Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets and the Assumed Liabilities of Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

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 the Seller Parties '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 4.01 and Section 4.054.04, the representations and warranties of Buyer and Advance America contained in this Agreement, the other Transaction Documents, Ancillary 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). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 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. (b) Each of Buyer and Advance America shall have duly performed and complied in all material respects with all agreements, covenants, covenants and conditions required by this Agreement and each of the other Transaction Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) The Transaction Ancillary Documents (other than this Agreement) shall have been executed and delivered by the parties thereto Buyer and true and complete copies thereof shall have been delivered to SellersSeller. (df) Sellers Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment by wire transfer of immediately available funds, to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Seller Parties in a written notice to Buyer. (g) Seller 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 AmericaBuyer, certifying (i) that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (h) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (iii) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Advance America and Buyer authorized to sign this Agreement, the Transaction Documents, Ancillary 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 account or accounts designated at least two Business Days prior to the Closing Date by Sellers in a written notice to Buyer, cash in an amount equal to the Closing Cash Consideration and (2) the Escrow Amount to the Escrow Agent. (fj) Buyer shall have delivered to each the Seller a duly executed counterpart to a xxxx of sale, assignment, and assumption agreement, in substantially the form attached hereto as Exhibit C, with respect to the Purchased Assets and the Assumed Liabilities of Buyer. (g) Buyer shall have delivered to Sellers Parties such other documents or instruments as Sellers the Seller Parties reasonably request requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.