Common use of Conditions to Purchaser’s and Merger Sub’s Obligations Clause in Contracts

Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Sub to consummate the Transactions is subject to the fulfillment of the following conditions on or prior to the Closing Date: (i) The Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and as of the Closing Date as though made on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified), or (B) where the failure of such representation or warranty to be true and correct has not had and would not be reasonably expected to have a Material Adverse Effect; (b) All covenants and agreements of the Company to be performed hereunder through and including the Closing Date (including all covenants and that the Company would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all material respects; (c) Since the date of this Agreement, there has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect; (d) The Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied; (e) The Company shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(b); and (f) All Restrictive Covenant Agreements shall be in full force and effect as of the Closing.

Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Merger Sub to consummate the Transactions is subject to the fulfillment of the following conditions on or prior to the Closing Date: (i) The Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and as of the Closing Date as though made on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified), or (B) where the failure of such representation or warranty to be true and correct has not had and would not be reasonably expected to have a Material Adverse Effect; (b) All covenants and agreements of the Company to be performed hereunder through and including the Closing Date (including all covenants and that the Company would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all material respects; (c) Since the date of this Agreement, there has not been any Occurrence which has had or would reasonably be expected to have a Material Adverse Effect; (d) The Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied; (e) The Company shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(b); and (f) All Restrictive Covenant Agreements shall be in full force and effect as of the Closing.

Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Merger Sub to consummate close the Transactions transactions contemplated by this Agreement is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Purchaser’s option, be terminated pursuant to and with the effect set forth in Article XII: (ia) The Fundamental Representations representations and warranties contained in Article III and Article IV shall be true and correct as of the date of this Agreement and shall be true and correct in all but de minimis material respects on (except to the extent that such representations and as of the date hereof warranties are qualified by Material Adverse Effect or materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Date as though then made on and as of though the Closing Date with was substituted for the same force date of this Agreement throughout such representations and effect as though made on and as of the Closing Date, warranties (except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though are made on and as of the Closing Datea specified date, except, in each case, (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only the same shall continue on the Closing Date to be so true and correct on as of the date or during the range of dates so specifiedspecified date), or (B) where the failure of such representation or warranty to be true and correct has not had and would not be reasonably expected to have a Material Adverse Effect;. (b) All covenants and agreements obligations of the Company and Sellers to be performed hereunder through and including the Closing Date (including all covenants and obligations that the Company and Sellers would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been fully performed or complied with in all material respects;with. (c) Since All of the consents, authorizations, Orders or approvals required to be listed on Schedule 3.4 shall have been obtained. (d) During the period from the date of this AgreementAgreement to the Closing Date, there has shall not been have occurred, and there shall not exist on the Closing Date, any Occurrence which condition or fact that, individually or in the aggregate, has had or would reasonably may be expected to have result in a Material Adverse Effect;. Additionally, during the period from the date of this Agreement to the Closing Date, neither the Company nor its assets shall have been materially and adversely affected by reason of any loss, condemnation, destruction or damage, whether or not insured against. (de) each of the individuals listed on Schedule 9.2(e) shall have executed and delivered a termination of their existing employment agreement with the Company and a New Employment Agreement to be entered into as of the Closing in substantially the form set forth in Exhibit C attached hereto. (f) The Company shall have obtained the Stockholder Approval and provided evidence thereof to the Purchaser and the number of Dissenting Shares shall not exceed five percent (5%) of the Shares on a fully-diluted basis; provided that this condition may not be waived by the Purchaser without consent of the Sellers’ Representative in the event that the such waiver would cause the Closing Cash to exceed 20% of the total Merger Consideration. (g) The Company shall have delivered a certificate to Purchaser the written opinion of an authorized officer of Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., legal counsel to the Company, dated as of the Closing Date, to in substantially the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied;form of Exhibit D attached hereto. (eh) The Company and Sellers shall have delivered, delivered or caused to be delivered, the documents and instruments required by Section 2.6(b); and (f) All Restrictive Covenant Agreements shall be in full force and effect as delivered to Purchaser each of the Closingitems required to be delivered by the Company or Sellers pursuant to Section 2.10(b).

Conditions to Purchaser’s and Merger Sub’s Obligations. The obligation of Purchaser and Xxxxxx Merger Sub to consummate the Transactions is subject to the fulfillment (or, at the election of Purchaser, waiver) of all of the following conditions on or prior to the Closing Date: (a) (i) The all Fundamental Representations of the Company (taking into account any update to Section 3.5(a) of the Disclosure Schedules) shall be true and correct in all but de minimis material respects on and as of the date hereof of this Agreement and as of the Closing Date Date; and (ii) all other representations and warranties of the Company set forth in Article III will each be true and correct (in each case, without taking into account any “Material Adverse Effect” or other materiality qualifications) as though made on of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation or warranty need only be true and correct on the date or during the range of dates so specified), and (ii) the representations and warranties of the Company set forth in Article III (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such representations and warranties) on and as of the date hereof and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except, in each case, : (A) to the extent that any representation or warranty is limited by its terms to a specific date or a range of dates (in which case such representation and warranty need only be true and correct on the such date or during the range of dates so specified), or ; and (B) where the failure of such representation other representations or warranty warranties of the Company set forth in Article III to be true and correct has not had and correct, as of such dates, would not be reasonably expected to have a Material Adverse Effect; (b) All covenants and agreements all obligations of the Company to be performed hereunder through and including the Closing Date (including all covenants and that the Company would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall will have been fully performed or complied with in all material respects; provided, however, that for purposes of this Section 6.2(b) only, the obligations set forth in Section 5.19(e) shall be considered not fulfilled only if the Company or any Affiliate of the Company is in material breach of such obligations and such material breach is the proximate cause of the Purchaser’s failure to obtain the Debt Financing (or any alternative financing); (c) Since the Company shall have delivered the Consent and Support Agreements signed by the Closing Threshold, or invoked the Drag Along Right in lieu thereof; and (d) since the date of this Agreement, there has shall not been any Occurrence which has had or would reasonably have occurred and be expected to have continuing a Material Adverse Effect; (d) The Company shall have delivered a certificate of an authorized officer of Effect with respect to the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied; (e) The Company shall have delivered, or caused to be delivered, the documents and instruments required by Section 2.6(b); and (f) All Restrictive Covenant Agreements shall be in full force and effect as of the Closing.