Common use of Further Conditions to the Seller's Obligations Clause in Contracts

Further Conditions to the Seller's Obligations. The obligations of the Seller to consummate the Stock Purchase are further subject to satisfaction or waiver of the following conditions: (a) the representations and warranties of the Buyer contained herein shall be true and correct as of the Closing Date as if made at and as of such date (other than 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), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Buyer Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Buyer Material Adverse Effect; (b) the Buyer shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) the Seller shall have received a certificate of an authorized officer of the Buyer to the effect that the conditions in paragraphs (a) and (b) of this Section 5.2 have been satisfied; (d) all conditions precedent to the consummation of the Restructuring shall have been satisfied and the Restructuring shall be occurring simultaneously with the Closing with such modifications in the terms of the Restructuring that do not materially deviate from the terms set forth on Exhibit A; and (e) all corporate actions, proceedings, instruments and documents of the Buyer required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Seller, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested.

Further Conditions to the Seller's Obligations. The obligations obligation of the Seller to consummate the Stock Purchase are transactions contemplated hereby at the Closing is further subject to satisfaction or waiver by the Seller of the following conditionsconditions on or before the Closing Date: (a) the representations and warranties of the Buyer Purchaser contained herein shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as if though such representations and warranties were made at and as of such the date (other than 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), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Buyer Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Buyer Material Adverse Effectthis Agreement; (b) the Buyer Purchaser shall have entered into that certain Stock Purchase Agreement (the "Stock Purchase Agreement") by and between the Purchaser and The Xxxxxx X. and Xxxxxx Xxxxx Charitable Trust (the "Trust") pursuant to which the Purchaser shall have agreed to acquire all of the issued and outstanding common stock of the Corporation owned by the Trust, on the terms and conditions contained in the Stock Purchase Agreement, and the closing of such transaction shall take place simultaneously with the Closing under this Agreement, it being the intention of the parties hereto that the Purchaser shall acquire all of the issued and outstanding common stock of the Corporation; (c) the Purchaser shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; (cd) the Seller shall have received a duly executed certificate of an authorized officer of the Buyer Purchaser to the effect that the conditions in paragraphs (a) and (bc) of this Section 5.2 have been satisfied; (de) all conditions precedent the Purchaser shall have delivered to the consummation Seller an opinion of Greenberg, Traurig, et. al., counsel to the Restructuring shall have been satisfied and the Restructuring shall be occurring simultaneously with the Closing with such modifications Purchaser, substantially in the terms form of the Restructuring that do not materially deviate from the terms set forth on Exhibit A; andSchedule 6.02(e) hereto; (ef) all corporate actions, proceedings, instruments and documents of the Buyer Purchaser required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Seller, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments instruments, documents and documents opinions as it shall have reasonably requested; (g) the Seller shall have received evidence satisfactory to him that he has been released from all indemnity agreements, personal guarantees, performance, payment or bid bonds relating to the Corporation and identified on Schedule 5.14 hereto; (h) the Purchaser shall have tendered to the Seller the Purchase Price, which shall include the Seller's satisfaction that the Purchaser has provided for the payment of the Equipment Debt and other accrued liabilities identified on the Audited Balance Sheet as of December 31, 1996 and certificates representing the CAHC Preferred Stock, in form and substance satisfactory to the Seller in his sole and absolute discretion; (i) The Purchaser shall have provided to the Seller draft copies of all of the Transactional Documents and Wafra's comments on its Transactional Documents, Seller shall have provided the Purchaser with his comments on the Transactional Documents within five (5) business days thereafter and shall have advised Purchaser as to whether or not the Transactional Documents are acceptable to him in his sole and absolute discretion and Purchaser shall have made the changes to the Transactional Documents requested by the Seller, so long as such changes are in material compliance with the terms and conditions relating to the CAHC Preferred Stock contained in the Restated Letter of Intent and the Transactional Documents to be executed by the Seller are identical in all respects to the Transactional Documents to be executed by Wafra, except with respect to representation on the Board of Directors of the purchaser and the number of shares to be purchased, as provided in the Restated Letter of Intent; and (j) The Seller shall confirm that concurrent with the Closing he has been elected as a member of the Board of Directors of CAHC and a member of the Board of Directors of the Corporation as of the Closing Date and binding written arrangements have been made so that the Seller will have the option to serve on each of such Boards of Directors until the later of September 30, 2004 or the date on which the Seller no longer owns any CAHC Preferred Stock or the common stock arising from the exercise of warrants or the conversion of the CAHC Preferred Stock, to the extent permitted by applicable law, all as required by the Restated Letter of Intent.

Further Conditions to the Seller's Obligations. The obligations obligation of the Seller Sellers to consummate the Stock Purchase transactions contemplated hereby are further subject to satisfaction or waiver by the Sellers of the following conditions: (a) The representations and warranties of the Buyer contained in this Agreement which are qualified as to materiality or as to a Buyer Material Adverse Effect or similarly qualified shall be true and correct in all 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 the Closing Date (except to the extent expressly made as of an earlier date, in which case, as of such date), and the representations and warranties of the Buyer contained herein in this Agreement which are 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 if made at and as of such date the Closing Date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such perioddate), except where . For the failure purposes of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Buyer Material Adverse Effect" determining whether the condition set forth thereinin this Section 6.2(a) would nothas been satisfied, individually all updates of, or in modification to, the aggregate, Buyer Disclosure Schedule made or purported to have a Buyer Material Adverse Effectbeen made after the date of this Agreement shall be disregarded; (b) the The Buyer shall have performed and complied in all material respects with all agreements, obligations, covenants agreements and conditions obligations required by this Agreement to be performed or complied with by it on or prior to the ClosingClosing Date; (c) No litigation or proceeding shall be threatened or pending for the Seller shall have received a certificate purpose or with the probable effect of an authorized officer of the Buyer to the effect that the conditions in paragraphs (a) and (b) of this Section 5.2 have been satisfied; (d) all conditions precedent to enjoining or preventing the consummation of the Restructuring shall have been satisfied and the Restructuring shall be occurring simultaneously with the Closing with such modifications in the terms any of the Restructuring that do not materially deviate from the terms set forth on Exhibit A; and (e) all corporate actions, proceedings, instruments and documents of the Buyer required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters which could reasonably be expected to have a Buyer Material Adverse Effect. (d) There shall not have been any Buyer Material Adverse Effect from the date hereof to the Closing Date, nor shall there exist any state of facts or condition which could reasonably be reasonably satisfactory expected (with or without the passage of time or the giving of notice) to counsel for the Seller, and result in such counsel a Buyer Material Adverse Effect; (e) The Escrow Agreement shall have been furnished with such certified copies of such corporate actions executed by the Buyer and proceedings and such other instruments and documents as it Escrow Agent; (f) The Stockholders Agreement shall have reasonably requestedbeen executed by the Buyer; (g) The Buyer shall have delivered to the Sellers a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of the Buyer, to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects; and (h) Each of the documents required to be delivered by the Buyer to the Sellers under Section 1.11 shall have been so delivered.

Further Conditions to the Seller's Obligations. The obligations obligation of the Seller Sellers to consummate the Stock Purchase transactions contemplated hereby are further subject to satisfaction or waiver by the Sellers of the following conditions: (a) the representations and warranties of the Buyer contained herein in this Agreement which are qualified as to materiality or as to a Buyer Material Adverse Effect or similarly qualified shall be true and correct in all 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 the Closing Date (except to the extent expressly made as of an earlier date, in which case, as of such date), and the representations and warranties of the Buyer contained in this Agreement which are 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 if made at and as of such date the Closing Date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such perioddate), except where . For the failure purposes of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Buyer Material Adverse Effect" determining whether the condition set forth thereinin this Section 6.2(a) would nothas been satisfied, individually all updates of, or in modification to, the aggregate, Buyer Disclosure Schedule made or purported to have a Buyer Material Adverse Effectbeen made after the date of this Agreement shall be disregarded; (b) the Buyer shall have performed and complied in all material respects with all agreements, obligations, covenants agreements and conditions obligations required by this Agreement to be performed or complied with by it on or prior to the ClosingClosing Date; (c) no litigation or proceeding shall be threatened or pending for the Seller shall have received a certificate purpose or with the probable effect of an authorized officer of the Buyer to the effect that the conditions in paragraphs (a) and (b) of this Section 5.2 have been satisfied; (d) all conditions precedent to enjoining or preventing the consummation of the Restructuring shall have been satisfied and the Restructuring shall be occurring simultaneously with the Closing with such modifications in the terms any of the Restructuring that do not materially deviate from the terms set forth on Exhibit A; and (e) all corporate actions, proceedings, instruments and documents of the Buyer required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters which could reasonably be expected to have a Buyer Material Adverse Effect. (d) there shall not have been any Buyer Material Adverse Effect from the date hereof to the Closing Date, nor shall there exist any state of facts or condition which could reasonably be reasonably satisfactory expected (with or without the passage of time or the giving of notice) to counsel for result in such a Buyer Material Adverse Effect; (e) the Seller, and such counsel Escrow Agreement shall have been furnished with such certified copies of such corporate actions executed by the Buyer and proceedings and such other instruments and documents as it Escrow Agent; (f) the Stockholders Agreement shall have reasonably requestedbeen executed by the Buyer; (g) the Buyer shall have delivered to the Sellers a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of the Buyer, to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects; and (h) each of the documents required to be delivered by the Buyer to the Sellers under Section 1.11 shall have been so delivered.