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 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 the Seller Parties, may reasonably request.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to sell close the Success Equity Interests and to consummate the other Contemplated Transactions transaction contemplated hereby shall be subject to the satisfaction, fulfillment at or prior to the Closing, Closing Date of the following conditions (any of which may be waived in writing by the Sellers' Representative):conditions: (a) The Buyer shall have performed or complied in all material respects with its agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date. (b) The representations and warranties of the Buyer contained in Article IV this Agreement that are qualified by any Materiality Qualification, shall be true and correct as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct in all material respects (disregarding any materiality qualifications set forth thereinonly on such date) as of and 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 (of the Buyer contained in which case this Agreement that are not so qualified by any Materiality Qualification contained in such representations and warranties warranties, shall have been be true and correct in all material respects as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on 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) Seller Parties shall have received the Purchaser deliveries referred to in Section 3.3. (d) As of the Closing, no Law will have delivered (been adopted, promulgated, entered, enforced or caused to issued by any Governmental Authority, or Claim will be delivered) to the Sellers' Representativepending or threatened before any court, on behalf of the Seller Partiesother Governmental Authority or arbitrator which if successful, the following agreements, documents and other items: which would (i) enjoin, restrain, or prohibit the Purchase Price Shares to consummation of the applicable Seller Parties and the Escrow Agent as transactions contemplated by Section 1.2(c); this Agreement or any Transaction Document, (ii) executed counterpart signature page have the effect of making illegal or otherwise prohibiting the Purchaser and the Escrow Agent to the Escrow Agreement; transactions contemplated hereby or by any Transaction Document or (iii) executed counterpart signature page materially adversely affect, including through the imposition of any requirement to divest or hold separate any assets or segments 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 respective businesses of the Secretary Company, the Buyer, or an Assistant Secretary (or equivalent officer) any of their respective Affiliates, the right of the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer following the board of directors Closing to own the Interests or the right of the Purchaser Buyer to operate the Company’s business as currently operated and Greenbrook approving the Contemplated Transactions and as currently proposed to be operated; provided, however, that all this condition may not be invoked by any Seller Party if any such resolutions are in full force and effect; (ix) a certificate signed Claim was initiated 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 the Seller Parties, may reasonably requestParty.

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 transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or their waiver, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by the Sellers' Representative):conditions: (a) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof; (b) the representations and warranties of the Buyer contained in Article IV this Agreement and Ancillary Agreements and any certificate or other writing delivered pursuant hereto shall have been be true and correct in all material respects (disregarding any materiality qualifications set forth therein) on and as of the Effective Date date hereof and on and as of the Closing Date, in each case, Date with the same effect as though made at and as of such date (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 that address matters only as of such earlier a specified date, the accuracy of which shall be determined as of the specified date); (bc) the Purchaser and Greenbrook Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the covenants and agreements required Ancillary Agreements to be performed or complied with by them under this Agreement at or it prior to or on the Closing in all material respectsDate; (cd) no Action shall have been commenced against Buyer, the Seller Parties or the Company, which would prevent the Closing and there exists no injunction or restraining order by any Governmental Authority that restrains or prohibits any of the Contemplated Transactions; and (e) the Purchaser will have delivered (Buyer shall deliver, or caused cause to be delivered) to the Sellers' Representative, on behalf of the Seller Parties, the following agreements, documents and other items:following (i) the Purchase Price Shares to the applicable Seller Parties and Party Representative, a certificate of good standing for Buyer issued as of a date that is no more than five (5) Business Days before the Escrow Agent as contemplated Closing Date by Section 1.2(c)the Secretary of State of the State of Delaware; (ii) executed counterpart signature page to the Seller Party Representative, a certificate of an officer of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Seller Party Representative, certifying (i) the resolutions duly adopted by the board of managers (or other equivalent governing body) of Buyer authorizing and approving the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which Buyer is a party and the consummation of the Purchaser Contemplated Transactions, which resolutions shall have been certified as true, correct, and in full force and effect without rescission, revocation, or amendment as of the Escrow Agent Closing Date; (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a part and (iii) that each of the Escrow Agreementconditions set forth in Sections 3.3(b) and (c) have been satisfied; (iii) executed counterpart signature page pay to each payee of Company Transaction Expenses and each holder of Indebtedness of the Purchaser Company, any outstanding amounts owed as of the Closing in order to the Lock-Up Agreementfully satisfy such obligations; (iv) an executed counterpart signature page pay to the New Employment Agreement of each of Xxxxxxxx Xxxxx Seller Parties, in accordance with Schedule 2.2, the Purchase Price, minus the Escrow Amount and Xxxxxxx Xxxxxxxxx;minus the Noteholder Amount; and (v) an executed counterpart signature page of Greenbrook to deposit the Investors Rights Agreement; (vi) an executed counterpart signature page of Greenbrook to Escrow Amount with 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 the Seller Parties, may reasonably requestEscrow Agent.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to sell close the Success Equity Interests and to consummate the other Contemplated Transactions transaction contemplated hereby shall be subject to the satisfaction, fulfillment at or prior to the Closing, Closing Date of the following conditions (any of which may be waived in writing by the Sellers' Representative):conditions: (a) The Buyer shall have performed or complied in all material respects with its agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date. (b) The representations and warranties of the Buyer contained in Article IV this Agreement shall have been be true and correct in all material respects (disregarding any materiality qualifications set forth therein) as of the Effective Date when made and on and as of the Closing Date, in each case, except for those representations Date with the same force and warranties which expressly relate to an earlier date (in which case such representations effect as if made on 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 , except as expressly contemplated or otherwise expressly permitted by them under this Agreement at or prior to the Closing in all material respects;Agreement. (c) Seller Parties shall have received the Purchaser will deliveries referred to in Section 3.3. (d) The Seller Parties shall have delivered received an opinion addressed to them and dated as of the Closing Date of Richard A. Covel, Vice President and General Counsel of the Buyer, in x xxxx xxxxxxxxly satisfactory to the Seller Parties. (e) No statute, rule, regulation, executive order, decree, ruling, injunction or caused other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or Governmental Authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated hereby; provided, however, that the parties shall use commercially reasonable efforts to cause any such decree, ruling, injunction or other order to be deliveredvacated or lifted. (f) Sellers shall be released on all welfare and benefit programs of the Company as trustees and from all fiduciary responsibilities associated therewith. (g) Buyer shall have provided the Seller Parties with a notice from the Company stating that if the Closing Conditions of the Buyer set forth in Section 7.2 hereof have been either fulfilled or waived (except for Section 7.2(h) for which Buyer will specify what remains to be obtained). Buyer shall close the Sellers' Representativetransaction without additional conditions, on behalf stipulations or requirements of the Seller Parties, Parties two business days from 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 date 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 the Seller Parties, may reasonably requestnotice.

Conditions to Obligations of the Seller Parties. The obligations obligation of the Seller Parties to sell the Success Equity Interests and to consummate the other Contemplated Transactions transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment, at or prior to or at the Closing, of each of the following conditions (any or all of which may be waived by Seller Parties in writing by the Sellers' Representativetheir sole discretion): (a) Each of the representations and warranties of Buyer set forth in Article V shall be true and correct as of the Closing with the same force and effect as though made at and as of that time except (i) for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; (b) Buyer shall have performed and complied with all covenants, obligations and undertakings required by this Agreement to be performed and complied with by Buyer prior to or at the Closing; (c) No Litigation that seeks to restrain, enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement or other Transaction Documents, and no judgment, order or decree shall have been rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or thereby; (d) Buyer shall have delivered to (i) the Sellers, the Closing Date Purchase Price in accordance with the terms hereof; (e) An appropriate officer of Buyer shall have executed and delivered a certificate in a form reasonably satisfactory to the Seller Parties certifying as to (i) the accuracy of 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); V above; (ii) executed counterpart signature page the fulfillment 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 this Section 7.3(b8.2, and (iii) incumbency signatures and other matters customary for transactions of this nature; (f) Buyer shall have been satisfieddelivered to the Sellers copies of the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the transactions contemplated hereby certified by the secretary of Buyer; (g) Xxxxxxx, the ultimate Parent Company of Buyer shall have delivered to the Seller Parties a guarantee of Buyer's obligations under Article X hereof, in a form reasonably satisfactory to the Seller Parties; and (xh) such other documents, instruments or certificates relating to Seller shall be satisfied with the Contemplated Transactions as the Sellers Representative, on behalf of the Seller Parties, may reasonably request.allocation schedule required by Section 2.6. 49

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 Bxxxxxxx Xxxxx and Xxxxxxx Kxxxxxx 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 the Seller Parties, may reasonably request.

Conditions to Obligations of the Seller Parties. The obligations obligation of the Seller Parties to sell the Success Equity Interests and to consummate the other Contemplated Transactions transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment, at or prior to or at the Closing, of each of the following conditions (any or all of which may be waived by Seller Parties in writing by the Sellers' Representativetheir sole discretion): (a) Each of the representations and warranties of Buyer set forth in Article V shall be true and correct as of the Closing with the same force and effect as though made at and as of that time except (i) for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; (b) Buyer shall have performed and complied with all covenants, obligations and undertakings required by this Agreement to be performed and complied with by Buyer prior to or at the Closing; (c) No Litigation that seeks to restrain, enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement or other Transaction Documents, and no judgment, order or decree shall have been rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or thereby; (d) Buyer shall have delivered to (i) the Sellers, the Closing Date Purchase Price in accordance with the terms hereof; (e) An appropriate officer of Buyer shall have executed and delivered a certificate in a form reasonably satisfactory to the Seller Parties certifying as to (i) the accuracy of 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); V above; (ii) executed counterpart signature page the fulfillment 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 this Section 7.3(b8.2, and (iii) incumbency signatures and other matters customary for transactions of this nature; (f) Buyer shall have been satisfieddelivered to the Sellers copies of the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the transactions contemplated hereby certified by the secretary of Buyer; (g) Xxxxxxx, the ultimate Parent Company of Buyer shall have delivered to the Seller Parties a guarantee of Buyer's obligations under Article X hereof, in a form reasonably satisfactory to the Seller Parties; and (xh) such other documents, instruments or certificates relating to Seller shall be satisfied with the Contemplated Transactions as the Sellers Representative, on behalf of the Seller Parties, may reasonably requestallocation schedule required by Section 2.6.

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 transactions contemplated by this Agreement are subject to the satisfaction, satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived in writing by the Sellers' Representative):conditions: (ai) the The representations and warranties of Buyer set forth in Article IV shall have been VI (other than the Fundamental Representations) must be true and correct in all material respects (disregarding without giving effect to any materiality or Material Adverse Effect qualifications set forth contained therein) as of the Effective Closing Date as though made on and as of the Closing Date, in each case, Date (except for those representations and warranties which to the extent expressly relate to made as of an earlier date (date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Buyer and (ii) the Fundamental Representations of Buyer set forth in Article VI shall have been be true and correct in all material respects as of such earlier date(other than de minimis inaccuracies);. (b) the Purchaser and Greenbrook shall Buyer must have performed in all of the covenants and agreements material respects all obligations required to be performed by them it under this Agreement at or prior to the Closing in all material respects;Closing. (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 Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor having waived their right to apply for an in-depth investigation or not having applied for an in-depth investigation within the applicable Seller Parties and the Escrow Agent as contemplated by Section 1.2(c); waiting period; or (ii) executed counterpart signature page the Austrian Cartel Court or the Austrian Supreme Cartel Court having terminated the in-depth investigation, or having issued an unappealable decision declaring that the concentration is not being prohibited, or having issued an unappealable decision dismissing any applications for an in-depth investigation, all on terms reasonably acceptable to the parties (provided, that no party shall be entitled to claim that this condition is not satisfied if such party is not in compliance with Section 7.6 hereto). (d) Receipt from the Commission for Protection of Competition in Serbia of (i) an unconditional merger clearance decision or (ii) a conditional merger clearance the terms of which are reasonably satisfactory to the parties (provided, that no party shall be entitled to claim that this condition is not satisfied if such party is not in compliance with Section 7.6 hereto). For the avoidance of doubt, this requirement shall also be fulfilled if the Commission for Protection of Competition in Serbia does not issue a decision within the deadlines set by Serbian law. (e) Following submission of the Purchaser and CMA Briefing Paper, either: (i) receipt of a response from the Escrow Agent CMA expressly indicating that the CMA requires no further information in relation to the Escrow Agreement; transactions contemplated hereby and/or that the CMA does not intend to open a CMA Merger Investigation in relation to the transactions contemplated hereby, (ii) the CMA initiating a CMA Merger Investigation and subsequently confirming unconditionally that the CMA does not intend to make a CMA Phase 2 Reference in respect of the transactions contemplated hereby; or, (iii) executed counterpart signature page if there is a CMA Phase 2 Reference, the CMA issuing an unconditional Phase 2 Decision confirming that it intends to clear the merger. (f) None of the Purchaser parties hereto will be subject to any Order of a court of competent jurisdiction that prohibits 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 consummation 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 transactions contemplated 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 the Seller Parties, may reasonably requestthis Agreement.

Conditions to Obligations of the Seller Parties. The obligations obligation of the Seller Parties to sell the Success Equity Interests and to consummate the other Contemplated Transactions transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment, at or prior to or at the Closing, of each of the following conditions (any or all of which may be waived by Seller Parties in writing by the Sellers' Representativetheir sole discretion): (a) Each of the representations and warranties of Buyer set forth in Article V shall be true and correct as of the Closing with the same force and effect as though made at and as of that time except (i) for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; (b) Buyer shall have performed and complied with all covenants, obligations and undertakings required by this Agreement to be performed and complied with by Buyer prior to or at the Closing; (c) No Litigation that seeks to restrain, enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement or other Transaction Documents, and no judgment, order or decree shall have been rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or thereby; (d) Buyer shall have delivered to (i) the Sellers, the Closing Date Purchase Price in accordance with the terms hereof; (e) An appropriate officer of Buyer shall have executed and delivered a certificate in a form reasonably satisfactory to the Seller Parties certifying as to (i) the accuracy of 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); V above; (ii) executed counterpart signature page the fulfillment 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 this Section 7.3(b8.2, and (iii) incumbency signatures and other matters customary for transactions of this nature; (f) Buyer shall have been satisfieddelivered to the Sellers copies of the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the transactions contemplated hereby certified by the secretary of Buyer; (g) Steixxx, xxe ultimate Parent Company of Buyer shall have delivered to the Seller Parties a guarantee of Buyer's obligations under Article X hereof, in a form reasonably satisfactory to the Seller Parties; and (xh) such other documents, instruments or certificates relating to Seller shall be satisfied with the Contemplated Transactions as the Sellers Representative, on behalf of the Seller Parties, may reasonably requestallocation schedule required by Section 2.6.