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 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transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (d) the Buyer shall have delivered to the Seller Parties a certificate to the effect that each of the conditions specified above in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 Closing.

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 Xxxxxxx & Gxxxxxx Xxxxxxx 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 Closing.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing are subject to satisfaction the fulfillment or the Seller Parties’ waiver, at or prior to the Closing, of each of the following conditions: (a) the The representations and warranties of the Buyer set forth contained 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 Article V shall be true and correct in all material respects, in each case respects as of the Closing Date with the same effect as though made at and as of the Closing Date, such date (except that any those representations and warranties that are given address matters only as of a particular date or period specified date, which shall be true and correct only in all material respects as of such date that specified date); provided, however, that representations and warranties qualified by material adverse effect or period;other materiality qualifier must instead be true and correct in all respects. (b) the Buyer shall have duly performed and complied in all material respects with all of its agreements and 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 required by this Agreement to be rescinded following consummation;performed or complied with by it prior to or at the Closing. (c) Buyer shall have delivered to the Seller Parties the Closing Payment Amount, duly executed counterparts to the Transaction Documents (other than this Agreement and the Employment Agreement) and such other documents and deliveries set forth in Section 3.02(b). (d) The Seller Parties shall have received a certificate, dated the Closing Date and signed on behalf of the Buyer by a duly authorized officer of Buyer (in such Person’s capacity as such and not individually), that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “Buyer Closing Certificate”). (e) The Seller Parties shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer as to the matters set forth in Section 3.02(b)(iv). (f) The Buyer shall have delivered to the Seller Parties a certificate duly executed counterpart to the effect that each of Demand Side Platform Integration Agreement, to the conditions specified above in Sections 6.2(a) Trademark License Agreement and (b) is satisfied in all respects;to the Transition Services Agreement. (eg) the Parties The Buyer 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 a 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 ClosingPromissory Note.

Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing are subject to satisfaction the fulfillment or their waiver, at or prior to the Closing, of each of the following 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 set forth contained in Section 4.2 that are qualified as to materiality shall be true this Agreement and correct, Ancillary Agreements and the representations and warranties set forth in Section 4.2 that are not so qualified any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects, in each case at respects on and as of the date hereof and on and as of the Closing Date, Date with the same effect as though made at and as of such date (except that any those representations and warranties that are given address matters only as of a particular date or period specified date, the accuracy of which shall be true and correct only determined as of such that specified date or periodin all respects); (bc) the Buyer shall have duly performed and complied in all material respects with all of its agreements, 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 and conditions required by this Agreement and each of the Ancillary Agreements to be rescinded following consummationperformed or complied with by it prior to or on the Closing Date; (d) 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 Buyer shall have delivered deliver, or cause to be delivered, the following (i) to the Seller Parties 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 Closing Date by the Secretary of State of the State of Delaware; (ii) 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 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 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 conditions specified above set forth in Sections 6.2(a3.3(b) and (bc) is satisfied in all respectshave been satisfied; (eiii) pay to each payee of Company Transaction Expenses and each holder of Indebtedness of 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 limitationCompany, any Governmental Authorities) identified in Sections 4.1(z) and 4.2(g) outstanding amounts owed as of the Disclosure Schedule; (f) all certificates, instruments and other documents required by Article 8 Closing in order 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 theretofully satisfy such obligations; and (iiv) 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 Parties, in accordance with their counsel. The Seller Parties may waive any condition respective Pro Rata Percentages, the Purchase Price, by wire transfer of immediately available funds to the account or accounts specified in this Section 6.2 if they execute a writing so stating at or least five (5) Business Days prior to the ClosingClosing Date.