Common use of CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations of the Company and the Stockholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law: (a) The representations and warranties of the Buyer contained herein qualified as to materiality shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Buyer shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Material Adverse Effect. (d) The Buyer shall have delivered to the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer of the Buyer, certifying as to the fulfillment of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c). (e) All of the Buyer Consents shall have been obtained. (f) All proceedings of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Company and its counsel, shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate as is customary in transactions such as this one.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations obligation of the Company and the Stockholders to consummate the Contemplated Transactions are this Agreement is subject to the fulfillment satisfaction at the Closing, or prior to waiver by the Closing Company in writing, in whole or in part, of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law: (a) The representations IPO shall have been completed at the same time, and warranties appropriate measures shall have been adopted and shall be in place to ensure that the stockholders of the Buyer contained herein qualified Company shall receive out of the proceeds of the IPO all cash to which they will become entitled as of the Effective Time. (b) Each of the Additional Mergers shall have been completed at the same time as the Merger, and there shall have occurred no event (or series of events, whether or not related) with respect to materiality any Additional Company that (i) constitutes a failure of a closing condition set forth in the applicable Additional Merger Agreement such that, in the reasonable judgment of Provant, Provant is not contractually obligated to consummate the applicable Additional Merger, and (ii) has resulted in a material adverse change between the date hereof and the date of the Closing in the financial condition, assets, liabilities, earnings, business, or business prospects of the applicable Additional Company. (c) Each of the representations, warranties and agreements of Provant, Acquisition and the Provant Principals (giving effect to the Provant Disclosure Schedule) shall be true and correct as of, and shall not have been violated in all respects and those not so qualified shall be true and correct in all material respects any respect at, the Closing as of the date hereof and at though made on and as of the Closing Date as though such except for (i) representations and warranties were made at and as of such agreements which make reference to a specific date (except for representations and warranties made as including the date of a specified datethis Agreement), which shall speak need only be true and correct as of the specified date). , and (bii) The Buyer shall have performed failures of representations or complied with in all material respects all agreements, covenants and conditions contained herein required warranties to be performed or complied with by it prior to or at the time true and correct as of the Closing. (c) Since Closing solely on account of matters arising between the date hereof and the Effective Time in the ordinary course of this AgreementProvant's or Acquisition's business, there shall if and to the extent such matters are not have been any eventmaterially adverse to Provant (considered on a consolidated basis giving effect to the Merger and the Additional Mergers), change, effect, occurrence or circumstance that, individually either singly or in the aggregate; Provant and Acquisition shall, has had on or would reasonably before the Closing, have performed all of their respective obligations under this Agreement which by the terms hereof are to be expected performed on or before the Closing (including without limitation the adoption of the Plan and the grant of Provant Options to persons who will be employees of the Surviving Corporation in accordance with Schedule 6.11); 42 43 and Provant and Acquisition shall have delivered to the Company a Buyer Material Adverse Effectcertificate of their respective Presidents signed on their behalf and in their names dated as of the date of the Closing to the foregoing effect. (d) The Buyer Merger and this Agreement shall have delivered to been approved by the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer requisite vote of the Buyer, certifying as to the fulfillment stockholders of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c)Company. (e) All of the Buyer Consents No action or proceeding by or before any court or other governmental body shall have been obtainedinstituted by any governmental body or other person or entity or threatened in writing by any governmental body which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which would materially adversely affect the right of the Company to consummate the Merger. (f) All proceedings The Company shall have received the opinion, dated the date of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory Closing and in form and substance satisfactory to the Company and its counsel, shall have received such evidence of any such proceedingsMessrs. Nuttxx, good standing certificatesXxClxxxxx & Xish, organizational counsel to Provant, substantially to the effect set forth on Exhibit 8 (subject to qualifications and governing documents, certified in a secretary’s certificate as is assumptions customary in transactions such as the Merger). (g) All proceedings taken by Provant and Acquisition and all instruments executed and delivered by Provant and Acquisition prior to the date of the Closing in connection with the transactions herein contemplated, and any instruments to be executed by the Stockholders at the request of Provant, shall be satisfactory in form and substance to counsel for the Company, acting reasonably. (h) No statute, rule or regulation shall have been enacted or promulgated which makes illegal or prohibits consummation of the transactions contemplated hereby or which materially and adversely affects the ability of the Surviving Corporation, as a subsidiary of Provant, to conduct the business of the Company as presently conducted by the Company. (i) Provant and Acquisition shall have delivered to the Company a certificate of its Secretary, certifying as to requisite corporate or other action authorizing the transactions contemplated by this oneAgreement. (j) The Surviving Corporation shall have executed and delivered each Employment Contract to the appropriate party. (k) The individual listed on Schedule 7.2 as the designee of the Company shall have been elected to the Board of Directors of Provant. (l) Provant and Acquisition shall have delivered to the Company such other certificates and documents pertaining to the Merger (including the legal existence and 43 44 good standing of Provant and Acquisition) as the Company and its counsel shall reasonably require.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations of the Company and the Stockholders to consummate the Contemplated Transactions transactions contemplated hereby are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and each of the Stockholders’ Agent Stockholders to the extent permitted by applicable Law: (a) The representations and warranties of the Buyer Purchaser contained herein qualified as to materiality shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Buyer Purchaser shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this AgreementDecember 31, 2016, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Purchaser Material Adverse Effect. (d) The Buyer Purchaser shall have delivered to the Stockholders’ Agent Company a certificate, dated the Closing Date, signed by an executive officer of the BuyerPurchaser, certifying as to the fulfillment of the conditions specified in Section 7.3(a7.2(a), Section 7.3(b7.2(b) and Section 7.3(c7.2(c). (e) All of the Buyer Consents shall have been obtained. (f) All proceedings of the Buyer Purchaser that are required in connection with the Contemplated Transactions transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and its counsel, each of which shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate as is customary in transactions such as this one. (f) The Purchaser shall have delivered the duly executed Notes to the Stockholders. (g) The Purchaser shall have delivered to the employees of the Company required to execute an Employment Agreement with the Company their respective Employment Agreement duly executed by the Company.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations of the Company and the Stockholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company Company, Scripps and the Stockholders’ Agent to the extent permitted by applicable Law: (a) The representations and warranties of the Buyer contained herein qualified as to materiality shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Buyer shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Material Adverse Effect. (d) The Buyer shall have delivered to the Stockholders’ Agent and Scripps a certificate, dated the Closing Date, signed by an executive officer of the Buyer, certifying as to the fulfillment of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c). (e) All of the Buyer Consents shall have been obtained. (f) All proceedings of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to each of the Company and Scripps and its respective counsel, each of which shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate as is customary in transactions such as this one.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations of the Company and the Stockholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law: (a) The representations and warranties of the Buyer contained herein qualified as to materiality shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Buyer shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Material Adverse Effect. (d) The Buyer shall have delivered to the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer of the Buyer, certifying as to the fulfillment of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c). (e) All of the Buyer Consents shall have been obtained. (fd) All proceedings of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Company and its counsel, each of which shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate if requested, as may be reasonably requested and as is customary in transactions such as this one.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations obligation of the Company and the Stockholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law:this Agreement is (a) The representations IPO shall have been completed at the same time, and warranties appropriate measures shall have been adopted and shall be in place to ensure that the holders of Shares shall receive out of the Buyer contained herein qualified proceeds of the IPO all cash to which they will become entitled as of the Effective Time. (b) Each of the Additional Mergers shall have been completed at the same time as the Merger, and there shall have occurred no event (or series of events, whether or not related) with respect to materiality any Additional Company that (i) constitutes a failure of a closing condition set forth in the applicable Additional Merger Agreement such that, in the reasonable judgment of Provant, Provant is not contractually obligated to consummate the applicable Additional Merger, and (ii) has resulted in a material adverse change between the date hereof and the date of the Closing in the financial condition, assets, liabilities, earnings, business, or business prospects of the applicable Additional Company. (c) Each of the representations, warranties and agreements of Provant, Acquisition and the Provant Principals (giving effect to the Provant Disclosure Schedule) shall be true and correct as of, and shall not have been violated in all respects and those not so qualified shall be true and correct in all material respects any respect at, the Closing as of the date hereof and at though made on and as of the Closing Date as though such except for (i) representations and warranties were made at and as of such agreements which make reference to a specific date (except for representations and warranties made as including the date of a specified datethis Agreement), which shall speak need only be true and correct as of the specified date). , and (bii) The Buyer shall have performed failures of representations or complied with in all material respects all agreements, covenants and conditions contained herein required warranties to be performed or complied with by it prior to or at the time true and correct as of the Closing. (c) Since Closing solely on account of matters arising between the date hereof and the Effective Time in the ordinary course of this AgreementProvant's or Acquisition's business, there shall if and to the extent such matters are not have been any eventmaterially adverse to Provant (considered on a consolidated basis giving effect to the Merger and the Additional Mergers), change, effect, occurrence or circumstance that, individually either singly or in the aggregate; Provant and Acquisition shall, has had on or would reasonably before the Closing, have performed all of their respective obligations under this Agreement which by the terms hereof are to be expected performed on or before the Closing (including without limitation the adoption of the Plan and the grant of Provant Options to persons who will be employees of the Surviving Corporation in accordance with Schedule 6.11); and Provant and Acquisition shall have delivered to the Company a Buyer Material Adverse Effectcertificate of their respective Presidents signed on their behalf and in their names dated as of the date of the Closing to the foregoing effect. (d) The Buyer Merger and this Agreement shall have delivered to been approved by the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer requisite vote of the Buyer, certifying as to the fulfillment stockholders of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c)Company. (e) All of the Buyer Consents No action or proceeding by or before any court or other governmental body shall have been obtained. (f) All proceedings instituted by any governmental body or other person or entity or threatened in writing by any governmental body which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which would materially adversely affect the right of the Buyer that are required in connection with Company to consummate the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Company and its counsel, shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate as is customary in transactions such as this oneMerger.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations of the Company and the Stockholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law: (a) The representations and warranties of the Buyer Parent contained herein qualified as to materiality or Parent Material Adverse Effect shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Buyer Parent shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Parent Material Adverse Effect. (d) The Buyer shall have delivered to the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer All of the Buyer, certifying as to the fulfillment of the conditions specified Parent Consents set forth in Section 7.3(a), Section 7.3(b7.3(d) and Section 7.3(c). (e) All of the Buyer Consents shall have been obtained. (fe) All proceedings of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the The Company and its counsel, shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate as is customary in transactions such as this onethe closing deliveries required to be delivered by Parent pursuant to Section 7.5.

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations obligation of the Company and the Stockholders to consummate the Contemplated Transactions are this Agreement is subject to the fulfillment satisfaction at the Closing, or prior to waiver by the Closing Company in writing, in whole or in part, of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law: (a) The representations IPO shall have been completed at the same time, and warranties appropriate measures shall have been adopted and shall be in place to ensure that the stockholders of the Buyer contained herein qualified Company shall receive out of the proceeds of the IPO all cash to which they will become entitled as of the Effective Time. (b) Each of the Additional Mergers shall have been completed at the same time as the Merger, and there shall have occurred no event (or series of events, whether or not related) with respect to materiality any Additional Company that (i) constitutes a failure of a closing condition set forth in the applicable Additional Merger Agreement such that, in the reasonable judgment of Provant, Provant is not contractually obligated to consummate the applicable Additional Merger, and (ii) has resulted in a material adverse change between the date hereof and the date of the Closing in the financial condition, assets, liabilities, earnings, business, or business prospects of the applicable Additional Company. (c) Each of the representations, warranties and agreements of Provant, Acquisition and the Provant Principals (giving effect to the Provant Disclosure Schedule) shall be true and correct as of, and shall not have been violated in all respects and those not so qualified shall be true and correct in all material respects any respect at, the Closing as of the date hereof and at though made on and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Buyer shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Material Adverse Effect.for (d) The Buyer Merger and this Agreement shall have delivered to been approved by the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer requisite vote of the Buyer, certifying as to the fulfillment stockholders of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c)Company. (e) All of the Buyer Consents No action or proceeding by or before any court or other governmental body shall have been obtainedinstituted by any governmental body or other person or entity or threatened in writing by any governmental body which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which would materially adversely affect the right of the Company to consummate the Merger. (f) All proceedings The Company shall have received the opinion, dated the date of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory Closing and in form and substance satisfactory to the Company and its counsel, shall have received such evidence of any such proceedingsMessrs. Nuttxx, good standing certificatesXxClxxxxx & Xish, organizational counsel to Provant, substantially to the effect set forth on Exhibit 8 (subject to qualifications and governing documents, certified in a secretary’s certificate as is assumptions customary in transactions such as the Merger). (g) All proceedings taken by Provant and Acquisition and all instruments executed and delivered by Provant and Acquisition prior to the date of the Closing in connection with the transactions herein contemplated, and any instruments to be executed by the Stockholders at the request of Provant, shall be satisfactory in form and substance to counsel for the Company, acting reasonably. (h) No statute, rule or regulation shall have been enacted or promulgated which makes illegal or prohibits consummation of the transactions contemplated hereby or which materially and adversely affects the ability of the Surviving Corporation, as a subsidiary of Provant, to conduct the business of the Company as presently conducted by the Company. (i) Provant and Acquisition shall have delivered to the Company a certificate of its Secretary, certifying as to requisite corporate or other action authorizing the transactions contemplated by this oneAgreement.