Common use of Conditions to the Obligations of Sellers Clause in Contracts

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the sale of the Interests are subject to the satisfaction (or waiver by Sellers) at or prior to the Closing of the following further conditions: (a) the representations and warranties of Purchaser contained in Article V which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality shall be true and correct in all material respects, in each case when made and at and as of the Closing Date as if made at and as of the Closing Date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); (b) Purchaser shall have paid the Estimated Purchase Price and otherwise performed in all material respects all obligations hereunder required to be performed by it at or prior to the Closing; (c) Purchaser shall have executed and delivered the Transition Services Agreement to the Xxxxxxxx Group; (d) Purchaser shall have delivered to Sellers a certificate (dated as of the Closing Date) as to compliance with the conditions set forth in paragraphs (a) and (b) of this Section 7.03; (e) each condition to the HPT Closing under the HPT Purchase Agreement (other than the conditions that the transactions contemplated by this Agreement shall have closed or any condition that by its terms cannot be satisfied until the closing of such transaction) have been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closing; and (f) Purchaser shall have executed and delivered the Escrow Agreement.

Conditions to the Obligations of Sellers. The obligations of the Sellers to consummate the sale of the Interests are transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment or waiver by Sellers) Seller's waiver, at or prior to the Closing Closing, of each of the following further conditions: (a) Other than the representations and warranties of the Purchaser contained in Article V which are qualified as to materiality shall be true and correct and all such the Purchaser Fundamental Representations, the representations and warranties that are not qualified as to materiality of the Purchaser contained in this Agreement 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, respects (in each the case when made of any representation or warranty not qualified by materiality or Material Adverse Effect) on and at as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of the Closing Date such date (except for those representations and warranties that address matters only as of a particular specified date, the accuracy of which shall be determined as of that specified date or only with respect to a specific period of time which need only in all respects). The Purchaser Fundamental Representations shall be true and accurate 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 or with respect to such period);date. ​ ​ ​ (b) The Purchaser shall have paid the Estimated Purchase Price duly performed and otherwise performed complied in all material respects with all obligations hereunder agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by it at or prior to or on the Closing;Closing Date. (c) Purchaser The items deliverable pursuant to Section 2.5(b) shall have executed and been delivered the Transition Services Agreement to the Xxxxxxxx Group;Sellers. (d) The Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Purchaser, that each of the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied. (e) The Sellers shall have received a certificate of a duly authorized officer of the Purchaser certifying: (i) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements 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; and (ii) the names and signatures of the authorized officers of the Purchaser authorized to sign this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder. (f) The Purchaser shall have delivered to the Sellers a certificate (dated as cash in an amount equal to the Estimated Purchase Price, less the Escrow Amount, the amount of the Employee Closing DatePayments and the value attributed to the Consideration Shares, by wire transfer in immediately available funds, to the account or accounts designated in the Estimated Purchase Price Calculation Statement. (g) The Purchaser shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount. (h) The Purchaser shall have delivered to the Rollover Members evidence of the issuance of certificates representing the Consideration Shares. (i) The Purchaser shall have delivered to third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as to compliance with the conditions Transaction Expenses as set forth in paragraphs (a) and (b) of this Section 7.03;on the Estimated Purchase Price Calculation Statement. (ej) each condition The Purchaser shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder of outstanding indebtedness as set forth on the Estimated Purchase Price Calculation Statement. (k) The Purchaser shall have delivered a portion of the Estimated Purchase Price in the amount of the Employee Closing Payments to the HPT Closing under applicable payroll accounts of the HPT Purchase Agreement Company. (l) The Purchaser shall have delivered to the Seller Representative such other than documents or instruments as the conditions that Seller Representative reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement shall have closed or any condition that by its terms cannot be satisfied until the closing of such transaction) have been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closing; and (f) Purchaser shall have executed and delivered the Escrow Agreement.. ​ ​ ​

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the sale of transactions contemplated by it in connection with the Interests are Closing is subject to the satisfaction (or waiver by SellersSeller Representative’s written waiver) at or prior to the Closing of the following further conditions: (a) Each of the representations and warranties of Purchaser contained set forth in Article V which are this Agreement that is qualified as to materiality shall be true and correct in all respects, and all such each of the representations and warranties of Purchaser set forth in this Agreement that are is not so qualified as to materiality shall be true and correct in all material respects, in each case when made and at case, as of the date of this Agreement and as of the Closing Date as if though made at on and as of the Closing Date (except for those to the extent in either case that such representations and warranties that address matters only speak as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such periodanother date);. (b) Purchaser shall have paid the Estimated Purchase Price performed and otherwise performed complied in all material respects with all obligations hereunder and covenants required by this Agreement or any of the Collateral Agreements to be performed or complied with by it at them on or prior to the Closing;Closing Date; provided that such failure to have performed and complied in all material respects with all obligations and covenants required by this Agreement is not cured within ten (10) Business Days, to the extent curable. (c) Purchaser shall have delivered (or caused to be delivered) the following: (i) the Escrow Agreement, executed and delivered the Transition Services Agreement to the Xxxxxxxx Groupby Purchaser; (dii) the Management Services Agreement, executed by Purchaser shall have delivered to Sellers and/or the Company, as applicable; (iii) a certificate (dated as executed by a duly authorized officer of Purchaser certifying that each of the Closing Date) as to compliance with the conditions set forth specified in paragraphs subsections (a) and (b) of this Section 7.03; (e) each condition to the HPT Closing under the HPT Purchase Agreement (other than the conditions that the transactions contemplated by this Agreement shall have closed or any condition that by its terms cannot be satisfied until the closing of such transaction) have 9.3 has been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closingsatisfied; and (fiv) a certificate of good standing for Purchaser shall have executed and delivered issued as of a date not more than ten (10) days prior to the Escrow AgreementClosing Date by the Secretary of State of its jurisdiction of formation or incorporation.

Conditions to the Obligations of Sellers. The obligations obligation of Sellers to consummate the sale of the Interests are transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Sellers) at or prior to the Closing of the following further conditions, any one or more of which may be waived in writing by Sellers: (a) the The representations and warranties of Purchaser contained Buyer set forth in Article V which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality this Agreement shall be true and correct in all material respects, in each case when made respects both at and as of the date of this Agreement and at and as of the Closing Date Date, as if made at and as of the Closing Date such time (except for those representations and warranties that address matters only to the extent expressly made as of a particular date or only with respect to a specific period of time another date, in which need only be true and accurate case as of such date or with respect to such perioddate);. (b) Purchaser Buyer shall have paid the Estimated Purchase Price and otherwise performed or complied with in all material respects all obligations hereunder of the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to before the Closing;. (c) Purchaser shall have executed and delivered the Transition Services Agreement to the Xxxxxxxx Group; (d) Purchaser Buyer shall have delivered to Sellers a certificate (certificate, dated as of the Closing Date) as to compliance with , executed on behalf of Buyer by an authorized individual thereof, certifying that the conditions set forth specified in paragraphs (aSections 7.2(a) and 7.2(b) have been fulfilled. (bd) of this Section 7.03;The Seller Approvals and the Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect. (e) each condition The waiting period under the HSR Act applicable to the HPT Closing under the HPT Purchase Agreement (other than the conditions that consummation of the transactions contemplated by this Agreement shall have closed expired or any condition that by its terms cannot be satisfied until the closing of such transaction) have been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closing; andterminated. (f) Purchaser No order issued by any court of competent jurisdiction preventing the consummation of the transactions contemplated by this Agreement shall have executed and delivered be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an order be pending, nor shall there be any action taken, or any Law enacted, entered or enforced that would prohibit the Escrow consummation of the transactions contemplated hereby that has not been subsequently overturned or otherwise made inapplicable to this Agreement. (g) The consummation of the transactions contemplated under the BRI-Mxxxx PSA shall occur simultaneously with the Closing.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the sale of the Interests transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers) at or prior to the Closing of the following further conditionsadditional conditions as of the Closing Date: (ai) the representations and warranties The Fundamental Representations of Purchaser contained in Article V which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality Buyer shall be true and correct in all material respects, in each case when made and at and respects as of the Closing Date as if though made at on the Closing Date, other than de-minimis inaccuracies (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct as of such date) and (ii) the representations and warranties (other than the Fundamental Representations) of Buyer set forth in Article 5 (disregarding all qualifications as to materiality set forth therein) shall be true and correct as of the Closing Date as though made on the Closing Date (except for those representations and warranties that address matters only to the extent any such representation or warranty speaks as of a particular the date of this Agreement or only with respect to a any other specific period of time date, in which need only case such representation or warranty shall be true and accurate correct as of such date or with respect to such perioddate); , except (bx) Purchaser shall have paid the Estimated Purchase Price and otherwise performed in all material respects all obligations hereunder required to be performed by it at or prior to the Closing; (c) Purchaser shall have executed and delivered extent of changes or developments contemplated by the Transition Services Agreement to the Xxxxxxxx Group; (d) Purchaser shall have delivered to Sellers a certificate (dated as of the Closing Date) as to compliance with the conditions set forth in paragraphs (a) and (b) terms of this Section 7.03; (e) each condition Agreement, resulting from any transaction Consented to the HPT Closing under the HPT Purchase Agreement (other than the conditions that by Sellers, or resulting from the transactions contemplated by this Agreement and (y) where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement or any of other Transaction Documents). (b) Buyer shall have closed performed or any condition that complied with in all material respects all covenants and agreements required to be performed or complied with by its terms cannot be satisfied until Buyer under this Agreement on or prior to the closing of such transaction) have been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closing; andDate. (fc) Purchaser Sellers shall have executed and delivered the Escrow Agreementreceived from Buyer each delivery required pursuant to Section 3.2.

Conditions to the Obligations of Sellers. The All the obligations of Sellers to consummate the sale of the Interests are subject hereunder shall be subject, to the satisfaction (or waiver extent not waived by Sellers) at or prior , to the Closing of the following further conditions: (a) the All representations and warranties of Purchaser Buyer contained in Article V which are qualified as to materiality this Agreement shall be true and correct and all such representations and warranties that are not qualified as to materiality shall be true and correct accurate in all material respects, in each case respects as of the date when made and shall be deemed to be made again at and as of the Closing Date as if made at and as of the Closing Date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only shall then be true and accurate as of such date or with respect to such period);in all material respects. (b) Purchaser Buyer shall have paid the Estimated Purchase Price performed and otherwise performed in complied with all material respects all obligations hereunder covenants required by this Agreement to be performed or complied with by it at or prior to or at the Closing;. (c) Purchaser Buyer shall have executed and delivered the Transition Services Agreement to the Xxxxxxxx Group; (d) Purchaser shall have delivered deliver to Sellers a certificate (certificate, dated as of the Closing Date) as , signed by the Chief Executive Officer of Buyer, certifying to compliance with the fulfillment of the conditions set forth specified in paragraphs subparagraphs (a) and (b) of this Section 7.03;hereof. (ed) each condition All corporate action required to the HPT Closing under the HPT Purchase Agreement (other than the conditions that be taken by Buyer in connection with the transactions contemplated by this Agreement shall have closed been taken, all documents incident thereto shall be reasonably satisfactory in substance and form to Sellers, and Sellers shall have received such originals or any condition that by its terms cannot be satisfied until the closing copies of such transactiondocuments as they may reasonably request. (e) have been satisfied No order of any court or waived governmental agency shall be in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement, or that would limit or adversely affect the party entitled thereto and ability of Buyer to own or control the HPT Closing will occur on Purchased Assets or to operate the same day as Business, nor shall there be pending or threatened in writing any action or proceeding by or before any such court or governmental agency seeking to prohibit or delay or challenging the Closing; andvalidity of this Agreement or the transactions contemplated by this Agreement. (f) Purchaser Buyer's Closing documents described in Section 4.3 hereof in a form reasonably satisfactory to Sellers shall have been executed and delivered delivered. (g) No suit, action, investigation, inquiry or proceeding by any person or entity or by any governmental body or other legal or administrative proceedings shall have been instituted that questions the Escrow validity or legality of this Agreement, the consummation of the transactions contemplated hereby, or the operation of the Business by Buyer. (h) Sellers shall have received all the Required Consents necessary to be received by Sellers.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the sale of the Interests transactions contemplated by this Agreement are subject to the satisfaction (or waiver (if permitted by Sellersapplicable Legal Requirement) at or prior to the Closing of each of the following further additional conditions: (a) the The representations and warranties of each Purchaser contained set forth in Article V which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality shall this Agreement will be true and correct in all material respects, in each case when made and at and respects (provided that any representation or warranty of a Purchaser contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of such Purchaser) as of the Closing Date as if though made at on and as of the Closing Date (except for those to the extent such representations and warranties that address matters only speak as of a particular date an earlier date), except for such breaches that would not, individually or only in the aggregate with respect to a specific period of time which need only be true and accurate as any other breaches on the part of such date or with respect Purchaser, materially and adversely affect the ability of such Purchaser to such period); (b) Purchaser shall have paid the Estimated Purchase Price and otherwise performed in all material respects all obligations hereunder required to be performed by it at or prior to the Closing; (c) Purchaser shall have executed and delivered the Transition Services Agreement to the Xxxxxxxx Group; (d) Purchaser shall have delivered to Sellers a certificate (dated as of the Closing Date) as to compliance with the conditions set forth in paragraphs (a) and (b) of this Section 7.03; (e) each condition to the HPT Closing under the HPT Purchase Agreement (other than the conditions that consummate the transactions contemplated by this Agreement. (b) Each of the agreements and covenants of each Purchaser to be performed and complied with by such Purchaser pursuant to this Agreement shall have closed or any condition that by its terms cannot be satisfied until prior to the closing of such transaction) Closing Date will have been satisfied or waived by the party entitled thereto duly performed and the HPT Closing will occur on the same day as the Closing; andcomplied with in all material respects. (fc) Each Purchaser shall will have executed delivered to Sellers the items required to be delivered by such Purchaser pursuant to Section 3.3. (d) Since the date of this Agreement, there must not have been commenced and delivered be continuing any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the Escrow transactions contemplated by this Agreement, or (ii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement.

Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the sale of the Interests are transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Sellers) fulfillment, at or prior to the Closing Closing, of each of the following further conditions, any of which may be waived in writing by each Seller in its sole discretion: (a) the The representations and warranties of Purchaser Buyer contained in Article V which are qualified as to materiality shall be true Sections 3.1, 3.2, 3.4 and correct and all such representations and warranties that are not qualified as to materiality 3.8 (the “Buyer Fundamental Representations6.2(a)" ”) shall be true and correct in all material respectsrespects as of the Closing Date (other than representations and warranties that address matters only as of an earlier date, in each case when made which case, as of such earlier date). The other representations and at warranties of Buyer contained in Article 3 of this Agreement or any schedule or certificate delivered pursuant hereto shall be true and correct in all respects both on and as of the date of this Agreement and on and as of the Closing Date Date, with the same force and effect as if though such representations and warranties had been made at on and as of the Closing Date (except for those representations and warranties that address matters are made as of a specified date or time, which such representations and warranties shall be true and correct in all respects only as of a particular such specified date or only with respect time), except where the failure to a specific period of time which need only be so true and accurate correct (without giving effect to any limitation or qualification as of such date to “materiality” (including the word “material” or with respect “Buyer Material Adverse Effect” set forth therein)) has not had and would not, individually or in the aggregate, reasonably be expected to such period); (b) Purchaser have a Buyer Material Adverse Effect. Buyer shall have paid the Estimated Purchase Price and otherwise performed in all material respects all obligations hereunder and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to or at the Closing;. Sellers shall have received from Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) Sellers shall have received an executed counterpart of each of the Ancillary Agreements, signed by Buyer. (c) Purchaser shall have executed and delivered Since the Transition Services Agreement to the Xxxxxxxx Group; (d) Purchaser shall have delivered to Sellers a certificate (dated as of the Closing Date) as to compliance with the conditions set forth in paragraphs (a) and (b) date of this Section 7.03; (e) each condition to the HPT Closing under the HPT Purchase Agreement (other than the conditions that the transactions contemplated by this Agreement Agreement, there shall not have closed or occurred and be continuing any condition that by its terms cannot be satisfied until the closing of such transaction) have been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closing; and (f) Purchaser shall have executed and delivered the Escrow AgreementBuyer Material Adverse Effect.