Common use of Conditions to Seller’s Obligation Clause in Contracts

Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions to be performed by them in connection with the Closing are subject to satisfaction of the following conditions: (a) Buyer shall have performed and complied in all material respects with all agreements, obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, Buyer’s obligation to deliver the Purchase Price pursuant to Section 2.2 of this Agreement; (b) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any action, suit or proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Agreement; (c) The Parties and each of the Companies shall have received all other material authorizations, consents, and approvals of governments and governmental agencies as may be required by Applicable Laws; (d) The Companies shall have executed and delivered the New Notes; (e) The Companies shall deliver to Seller the originals of the Existing Notes marked “paid in full;” (f) The Companies shall have executed and delivered the letter agreement of release referenced in Section 2.2(d); (g) The Companies shall have executed and delivered the Staff Leasing Agreement; and (h) The Companies shall have executed and delivered the Management Services Agreement. Seller may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Seller’s 's obligation to consummate the transactions to be performed contemplated by them this Stock Purchase Agreement is conditioned upon satisfaction, or waiver by Company in connection with the Closing are subject to satisfaction writing, of all of the following conditionson or before the Closing Date: (a) Buyer shall have performed The performance by Purchaser of all of Purchaser's promises and complied in all material respects with all agreements, obligations and covenants required by agreements under this Stock Purchase Agreement that are to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, Buyer’s obligation to deliver the Purchase Price pursuant to Section 2.2 as of this Agreement;Closing. (b) There No suit, action, arbitration or legal, administrative or other proceeding or governmental investigation shall not be any injunctionpending or threatened against Purchaser, judgment, order, decree, ruling, Company or charge Sellers in effect preventing relation to or affecting the consummation of any of the transactions contemplated by this Agreement or any action, suit or proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Stock Purchase Agreement;. (c) The Parties Purchaser's execution and each delivery of the Companies shall have received all other material authorizationsEmployment Agreements with Sellers, consents, as set forth on Exhibits 7.2(f)(i) and approvals of governments and governmental agencies as may be required by Applicable Laws7.2(f)(ii) attached hereto; (d) The Companies shall have executed Each of the representations and delivered warranties of Purchaser is true and correct in all material respects as of the New Notes;Closing. (e) The Companies Sellers and the Company shall deliver to Seller the originals have received a certificate of the Existing Notes marked “paid in full;”Secretary or other officer of the Purchaser certifying as true and correct the Closing Date, a copy of the Resolutions of the Board of Directors which authorize the execution and full performance of the transaction documents and the incumbency of their respective officers. (f) The Companies shall have executed Evidence that the certificate of merger being filed in connection with the merger of Prospect Acquisition Corporation, Inc. and delivered Sierra Medical Management, Inc., a Delaware corporation, has been filed, or will be filed concurrently with the letter agreement Closing, with the Delaware Secretary of release referenced in Section 2.2(d);State. (g) The Companies Purchaser shall have executed and delivered caused Prospect Medical Holdings to issue the Staff Leasing Agreement; and (h) The Companies shall have executed and delivered the Management Services Agreement. Seller may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior Options to the ClosingSellers.

Conditions to Seller’s Obligation. Seller’s The obligation of Seller to consummate each Closing shall be subject to, with respect to the transactions Offered Assets to be performed by them in connection with the Closing are subject to satisfaction purchased at such Closing, each of the following conditionsconditions precedent except to the extent such conditions precedent are waived in writing by Seller in its sole discretion: (a) Buyer All of the representations and warranties of Purchaser specified in this Agreement shall have performed be true and complied correct in all material respects with all agreements, obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to as of the related Closing Date, including, without limitation, Buyer’s obligation to deliver the Purchase Price pursuant to Section 2.2 of this Agreement; (b) There The Closing Documents to be delivered by Purchaser on the related Closing Date shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of duly executed and delivered by all signatories as required pursuant to the transactions contemplated by this Agreement or any action, suit or proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Agreementrespective terms thereof; (c) The Parties All other terms and each conditions of this Agreement and the Companies related Purchase Documents required to be complied with by Purchaser on or before the related Closing Date shall have received all other material authorizations, consentsbeen complied with, and approvals of governments and governmental agencies as may be required by Applicable Laws;Purchaser shall have the ability to comply with all terms and (d) The Companies shall have executed conditions and delivered perform all duties and obligations required to be complied with or performed after the New Notesrelated Closing Date; (e) The Companies shall deliver to Seller the originals payment (or deemed payment) of the Existing Notes marked “paid aggregate Purchase Price in fullaccordance with Section 8 of this Agreement shall have been received (or deemed received);” (f) The Companies Seller shall have executed and delivered received all necessary governmental approvals, permissions or consents, if any, with respect to the letter agreement of release referenced in Section 2.2(d);transactions contemplated hereby; and (g) The Companies With respect to the first Closing only, the Closing (as such term is defined in the SPA) of the transactions contemplated by the SPA shall have executed and delivered the Staff Leasing Agreement; and (h) The Companies shall have executed and delivered the Management Services Agreement. Seller may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior to the Closingoccurred.

Conditions to Seller’s Obligation. Seller’s The obligation of Seller hereunder to consummate issue and sell the transactions Investor Securities to be performed by them in connection with Investor at each of the Closing are Closings is subject to satisfaction the satisfaction, at or before each of the First Closing Date and the Second Closing Date (other than as provided below) of each of the following conditionsconditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: (a) Buyer a. Investor shall have performed executed this Agreement, and delivered the same to Seller at or prior to the First Closing Date. b. Investor shall have delivered, and the Purchase Price shall have been received, in accordance with Section 1. c. The representations and warranties of Investor shall be true and correct in all material respects as of the date when made and as of each of the First Closing Date and the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Investor shall have performed, satisfied and complied in all material respects with all agreementsthe covenants, obligations agreements and covenants conditions required by this Agreement to be performed performed, satisfied or complied with by Buyer Investor at or prior to each of the First Closing Date and the Second Closing Date. d. No undisclosed litigation, includingstatute, without limitationrule, Buyer’s obligation to deliver the Purchase Price pursuant to Section 2.2 of this Agreement; (b) There shall not be any injunctionregulation, judgment, executive order, decree, rulingruling or injunction shall have been enacted, entered, promulgated or charge endorsed by or in effect preventing consummation any court or governmental authority of any of the transactions contemplated by this Agreement competent jurisdiction or any action, suit or proceeding seeking to restrain, prevent, change or delay self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement; (c) The Parties and each of the Companies shall have received all other material authorizations, consents, and approvals of governments and governmental agencies as may be required by Applicable Laws; (d) The Companies shall have executed and delivered the New Notes; (e) The Companies shall deliver to Seller the originals of the Existing Notes marked “paid in full;” (f) The Companies shall have executed and delivered the letter agreement of release referenced in Section 2.2(d); (g) The Companies shall have executed and delivered the Staff Leasing Agreement; and (h) The Companies shall have executed and delivered the Management Services Agreement. Seller may waive any condition specified in this Section 5.2 if it executes a writing so stating at or prior to the Closing.