Common use of Of Buyer Clause in Contracts

Of Buyer. All of the obligations of Buyer under Articles 2 and 3 of this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which Buyer may waive in its sole discretion: (a) Management Sellers shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied by Management Sellers prior to or at the Closing in connection with the execution, delivery, and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement, and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (b) Sellers’ Representative shall have delivered to Buyer all of the deliverables referenced in Section 3.2; (c) the representations and warranties of Management Sellers set forth in this Agreement shall be true and correct in all material respects as of the Closing Date in each case as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (d) all material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other actions (collectively “Authorizations”) required with or from any Authority, including without limitation receipt of licenses (or commitments to issue licenses) and certificate of need approvals for Buyer to indirectly own and operate the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, shall have been duly obtained. No such Authorization shall impose on Buyer any condition or provision or requirement with respect to the Facilities or its operation that is more restrictive in any material respect than or different in any material respect from the conditions imposed upon such operation prior to Closing, unless Buyer gives its prior written approval; (e) the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Act (“HSR Act”) shall have expired or been terminated; (f) on the Closing Date, no suit, action, investigation, inquiry or other proceeding by any Authority or other person not a party hereto or affiliated with a party hereto or legal or administrative proceeding shall be pending which questions the validity or legality of the transactions contemplated hereby; and no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful; and no action or proceeding shall have been instituted by any Authority or other person not a party hereto or affiliated with a party hereto and remain pending before any Authority to restrain or prohibit the transactions contemplated by this Agreement. No adverse decision applicable to Keys Group shall have been made by any Authority, and no federal, state or local statute, rule or regulation shall have been enacted the effect of which would be to prohibit, materially restrict, impair or delay the consummation of the transactions contemplated hereby or materially restrict or impair the ability of Buyer to conduct the business of the Keys Group as presently conducted; (g) except as set forth on Schedule 6.1(g) and except for claims which would reasonably be deemed frivolous or claims that have been resolved, no claim by any person or entity shall have been asserted or threatened in writing that such person or entity: (i) is the holder or the beneficial owner of, or has any right to acquire or to obtain beneficial ownership of any ownership interest in any member of the Keys Group; (ii) is entitled to all or any portion of the Purchase Price; or (iii) is entitled to acquire any of the assets or properties that are material to the operations of any member of the Keys Group; (h) Buyer shall have received all necessary consents to the Contracts set forth on Schedule 6.1(h)(i) hereto and the applicable member of the Keys Group shall have entered into new or amended agreements, consistent with the requirements of Section 5.10 above, with the third parties listed on Schedule 6.1(h)(ii) hereto; (i) the Keys Group shall have conducted its business in the ordinary course since May 31, 2005 and no material adverse changes in the operations or financial condition of Keys Group between May 31, 2005 and Closing shall have occurred in the aggregate; (j) prior to or simultaneous with the Closing, Selling Persons or the Keys Group shall have caused the Liens on Schedule 6.1(j) to be released in full; (k) the Keys Group shall have in place the insurance policies described in Section 4.1(n) or obtained comparable replacement policies; (l) Buyer shall have received an executed copy of the letter attached hereto as Exhibit 6.1(l); and (m) Buyer shall have received transition agreements executed by those persons listed on Schedule 6.1(m).

Of Buyer. All The Buyer shall itself or by its agent be responsible for checking the conformity of the obligations Deliverables during their delivery, indicating any reservation on the delivery note which is signed by the carrier, including but not limited to, quality, documentation and labeling. In the absence of such reservations, the Deliverables shall be deemed free of visible defects. The Buyer under Articles 2 and 3 of this Agreement are subject further acknowledges its responsibility to, as soon as possible but in any event prior to the fulfillment prior to or at the Closing earlier of each of the following conditions, any of which Buyer may waive in its sole discretion: (a) Management Sellers shall have performed use and/or reselling the Deliverables and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied by Management Sellers prior to or at the Closing in connection with the execution, delivery, and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement, and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (b) Sellers’ Representative 14 days after the time of delivery, stating the reasons therefor and if possible accompanied by proof failing which the Buyer shall be deemed to have accepted the quantity and conformity to the Agreement of the Deliverables and shall have delivered no claim against Seller in respect of defects in the Deliverables supplied. Buyers obligation to Buyer all accept and make payment on time for the balance of the deliverables referenced in Section 3.2; (c) the representations and warranties of Management Sellers set forth in Deliverables delivered or to be delivered under this Agreement shall not be true and correct in all material respects as of affected by the Closing Date in each case as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier dateforegoing. BUYER EXPRESSLY RELEASES SELLER FROM ALL LIABILITY, in which case as of such date) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties speak as of an earlier dateIN TORT, in which case as of such date) and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (d) all material authorizationsCONTRACT OR OTHERWISE, consentsINCURRED IN CONNECTION WITH THE SALE, waiversHANDLING, approvalsSTORAGE, ordersTRANSPORTATION, registrationsUSE AND/OR DISPOSAL OF DELIVERABLES, qualifications, designations, declarations, filings or other actions (collectively “Authorizations”) required with or from any Authority, including without limitation receipt of licenses (or commitments to issue licenses) and certificate of need approvals for Buyer to indirectly own and operate the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, shall have been duly obtained. No such Authorization shall impose on Buyer any condition or provision or requirement with respect to the Facilities or its operation that is more restrictive in any material respect than or different in any material respect from the conditions imposed upon such operation prior to Closing, unless Buyer gives its prior written approval; (e) the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Act (“HSR Act”) shall have expired or been terminated; (f) on the Closing Date, no suit, action, investigation, inquiry or other proceeding by any Authority or other person not a party hereto or affiliated with a party hereto or legal or administrative proceeding shall be pending which questions the validity or legality of the transactions contemplated hereby; and no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful; and no action or proceeding shall have been instituted by any Authority or other person not a party hereto or affiliated with a party hereto and remain pending before any Authority to restrain or prohibit the transactions contemplated by this Agreement. No adverse decision applicable to Keys Group shall have been made by any Authority, and no federal, state or local statute, rule or regulation shall have been enacted the effect of which would be to prohibit, materially restrict, impair or delay the consummation of the transactions contemplated hereby or materially restrict or impair the ability of Buyer to conduct the business of the Keys Group as presently conducted; (g) except as set forth on Schedule 6.1(g) and except for claims which would reasonably be deemed frivolous or claims that have been resolved, no claim by any person or entity shall have been asserted or threatened in writing that such person or entity: (i) is the holder or the beneficial owner of, or has any right to acquire or to obtain beneficial ownership of any ownership interest in any member of the Keys Group; (ii) is entitled to all or any portion of the Purchase Price; or (iii) is entitled to acquire any of the assets or properties that are material to the operations of any member of the Keys Group; (h) Buyer shall have received all necessary consents to the Contracts set forth on Schedule 6.1(h)(i) hereto and the applicable member of the Keys Group shall have entered into new or amended agreements, consistent with the requirements of Section 5.10 above, with the third parties listed on Schedule 6.1(h)(ii) hereto; (i) the Keys Group shall have conducted its business in the ordinary course since May 31, 2005 and no material adverse changes in the operations or financial condition of Keys Group between May 31, 2005 and Closing shall have occurred in the aggregate; (j) prior to or simultaneous with the Closing, Selling Persons or the Keys Group shall have caused the Liens on Schedule 6.1(j) to be released in full; (k) the Keys Group shall have in place the insurance policies described in Section 4.1(n) or obtained comparable replacement policies; (l) Buyer shall have received an executed copy of the letter attached hereto as Exhibit 6.1(l); and (m) Buyer shall have received transition agreements executed by those persons listed on Schedule 6.1(m)EXCEPT TO THE EXTENT ANY SUCH LIABILITY AREISES FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER.

Of Buyer. All of Buyer’s obligation to purchase the obligations of Purchased Assets and to take the other actions required to be taken by Buyer under Articles 2 and 3 of this Agreement are at Closing is subject to the fulfillment satisfaction (determined by Buyer, in its reasonable discretion), at or prior to or at the Closing Closing, of each of the following conditions, any of which Buyer may waive in its sole discretion: (a) Management Sellers shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied by Management Sellers prior to or at the Closing in connection with the execution, delivery, and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement, and Buyer shall have received a certificate Xxxx of Sellers’ Representative dated Sale and Assignment, duly executed by Seller, in a form satisfactory to Buyer, relating to the Closing Date Purchased Assets (other than the Xxxxx Xxxxxxxx Brand, as contemplated hereby) to such effectbe transferred at Closing; (b) Sellers’ Representative shall have delivered to Buyer all of the deliverables referenced in Section 3.2;[Reserved]. (c) the representations and warranties of Management Sellers set forth in this Agreement shall be true and correct in all material respects as of the Closing Date in each case as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect;[Reserved]. (d) all material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other actions (collectively “Authorizations”) required with or Buyer shall receive from any Authority, including without limitation receipt of licenses (or commitments to issue licenses) each Seller and certificate of need approvals for Buyer to indirectly own and operate the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection RSE a Secretary’s Certificate with the execution, delivery following attested and performance of this Agreement and the consummation of certified to: (i) authorizing resolutions regarding the transactions contemplated herebyhereby for Maverick SPE, shall have been duly obtained. No such Authorization shall impose on Buyer any condition or provision or requirement with respect to Maverick J and RSE; (ii) good standing certificates for Maverick SPE, Maverick J and RSE, certified by the Facilities or its operation that is more restrictive in any material respect than or different in any material respect from Secretary of State of California; and (iii) the conditions imposed upon such operation prior to Closingorganizational documents of Maverick SPE, unless Buyer gives its prior written approvalMaverick J and RSE; (e) Maverick SPE shall have executed and delivered the waiting period (License Agreement to Buyer in form and any extension thereof) applicable substance reasonably satisfactory to the consummation of the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Act (“HSR Act”) shall have expired or been terminatedparties thereto; (f) on the Closing DateMaverick J and/or Maverick SPE, no suitas applicable, action, investigation, inquiry or other proceeding by any Authority or other person not a party hereto or affiliated with a party hereto or legal or administrative proceeding shall be pending which questions the validity or legality of the transactions contemplated hereby; and no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful; and no action or proceeding shall have been instituted by any Authority or other person not executed and delivered a party hereto or affiliated with a party hereto Pledge Agreement (the “Seller Pledge Agreement”) and remain pending before any Authority Trademark Security Agreement (the “Seller Security Agreement”) to restrain or prohibit Buyer, each in form and substance reasonably satisfactory to the transactions contemplated by this Agreement. No adverse decision applicable to Keys Group shall have been made by any Authority, and no federal, state or local statute, rule or regulation shall have been enacted the effect of which would be to prohibit, materially restrict, impair or delay the consummation of the transactions contemplated hereby or materially restrict or impair the ability of Buyer to conduct the business of the Keys Group as presently conductedparties thereto; (g) except as set forth on Schedule 6.1(g) and except for claims which would reasonably be deemed frivolous or claims that have been resolved, no claim by any person or entity Xxxxxxx Xxxxxxx shall have been asserted or threatened executed and delivered a Limited Guaranty to Buyer in writing that such person or entity: form and substance reasonably satisfactory to Buyer (i) is the holder or the beneficial owner of, or has any right to acquire or to obtain beneficial ownership of any ownership interest in any member of the Keys Group“Solomon Guaranty”); (ii) is entitled to all or any portion of the Purchase Price; or (iii) is entitled to acquire any of the assets or properties that are material to the operations of any member of the Keys Group;and (h) Buyer shall have received all necessary consents to the Contracts set forth on Schedule 6.1(h)(i) hereto and the applicable member of the Keys Group shall have entered into new or amended such other agreements, consistent with certificates, instruments and documents requested by it, in order to fully consummate the requirements transactions contemplated by this Agreement and carry out the purposes and intent of Section 5.10 above, with the third parties listed on Schedule 6.1(h)(ii) hereto; (i) the Keys Group shall have conducted its business in the ordinary course since May 31, 2005 and no material adverse changes in the operations or financial condition of Keys Group between May 31, 2005 and Closing shall have occurred in the aggregate; (j) prior to or simultaneous with the Closing, Selling Persons or the Keys Group shall have caused the Liens on Schedule 6.1(j) to be released in full; (k) the Keys Group shall have in place the insurance policies described in Section 4.1(n) or obtained comparable replacement policies; (l) Buyer shall have received an executed copy of the letter attached hereto as Exhibit 6.1(l); and (m) Buyer shall have received transition agreements executed by those persons listed on Schedule 6.1(m)this Agreement.

Of Buyer. All of the obligations of Buyer under Articles 1, 2 and 3 of this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which Buyer may waive in its sole discretion: (a) Management Sellers the Charter Entities shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied with by Management Sellers the Charter Entities prior to or at the Closing in connection with the execution, delivery, and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement, and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effectClosing; (b) Sellers’ Representative the Charter Entities shall have delivered to Buyer all of the deliverables referenced in Section 3.2; (c) Buyer shall have entered into a contract with Crescent containing terms reasonably satisfactory to Buyer to acquire the representations and warranties of Management Sellers set forth in this Agreement shall be true and correct in all material respects as of the Closing Date in each case as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) Real Estate Facilities and Buyer shall have received a certificate of Sellers’ Representative dated acquired prior to the Closing Date to such effectDate, or shall contemporaneously acquire, the Real Estate Facilities from Crescent; (d) all material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other actions (collectively “Authorizations”) required with or from no litigation of any Authority, including without limitation receipt of licenses (or commitments kind relating to issue licenses) and certificate of need approvals for Buyer to indirectly own and operate the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection with the execution, delivery and performance of this Agreement and the consummation of or the transactions contemplated herebyhereby shall be pending or threatened in writing, shall have been duly obtained. No such Authorization shall impose on Buyer and no preliminary or permanent injunction or other order issued by any condition court of competent jurisdiction or provision by any federal or requirement with respect to state governmental or regulatory body, or any statute, rule, regulation or executive order promulgated or enacted by any federal or state governmental authority after the Facilities or its operation that is more restrictive in any material respect than or different in any material respect from the conditions imposed upon such operation prior to Closingdate of this Agreement, unless Buyer gives its prior written approval; that: (ei) the waiting period (and any extension thereof) applicable to prohibits the consummation of the transactions contemplated by this Agreement under Agreement, (ii) challenges the Xxxx-Xxxxx-Xxxxxx Act Charter Entities' title to any Purchased Asset(s) that are material to the operation of the Facilities, or (“HSR Act”iii) materially affects the Charter Entities' ability to transfer any Purchased Asset(s) that are material to the operation of the Facilities to Buyer in accordance with the terms of this Agreement, shall have expired or been terminatedbe in effect; (e) the representations and warranties of the Charter Entities contained herein and in any schedule attached hereto shall be true and correct at and as of the Closing Date as if made at and as of such time; (f) on the Closing Date, no suit, action, investigation, inquiry or other proceeding by any Authority or other person not a party hereto or affiliated with a party hereto or legal or administrative proceeding shall be pending which questions the validity or legality of the transactions contemplated hereby; and no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful; and no action or proceeding Buyer shall have been instituted by any Authority or other person not a party hereto or affiliated completed its due diligence investigation with a party hereto and remain pending before any Authority respect to restrain or prohibit the transactions contemplated by this Agreement. No adverse decision applicable to Keys Group shall have been made by any AuthorityBusiness, and no federal, state or local statute, rule or regulation shall have been enacted the effect results of which would be are satisfactory to prohibit, materially restrict, impair or delay the consummation of the transactions contemplated hereby or materially restrict or impair the ability of Buyer to conduct the business of the Keys Group as presently conductedBuyer; (g) except as set forth on Schedule 6.1(g) and except for claims which would reasonably be deemed frivolous or claims that have been resolved, no claim by any person or entity Buyer shall have been asserted or threatened obtained financing in writing that such person or entity: (i) is the holder or the beneficial owner of, or has any right an amount sufficient to acquire or to obtain beneficial ownership of any ownership interest in any member of the Keys Group; (ii) is entitled to all or any portion of fund the Purchase Price; or (iii) is entitled to acquire any of Price under this Agreement and the assets or properties that are material to the operations of any member of the Keys GroupReal Estate Purchase Agreement; (h) Buyer shall have received all necessary consents obtained the consent of its Board of Directors to the Contracts set forth on Schedule 6.1(h)(i) hereto transactions contemplated under this Agreement and the applicable member of the Keys Group shall have entered into new or amended agreements, consistent with the requirements of Section 5.10 above, with the third parties listed on Schedule 6.1(h)(ii) hereto;Real Estate Purchase Agreement; and (i) Appropriate agencies of the Keys Group federal government, including the Department of Health and Human Services and the Department of Justice, shall have conducted consent to the Medicare provider agreement between the applicable Charter Entity and the Health Care Financing Administration (HCFA) being assigned to the Buyer free and clear of all civil and administrative monetary claims, including claims for civil fraud, under or related to such agreement, which arise from any action or inaction of such Charter Entity, its business in the ordinary course since May 31, 2005 and no material adverse changes in the operations affiliates or financial condition of Keys Group between May 31, 2005 and Closing shall have occurred in the aggregate; (j) predecessors prior to or simultaneous with the Closing, Selling Persons or the Keys Group shall have caused the Liens on Schedule 6.1(j) to be released in full; (k) the Keys Group shall have in place the insurance policies described in Section 4.1(n) or obtained comparable replacement policies; (l) Buyer shall have received an executed copy of the letter attached hereto as Exhibit 6.1(l); and (m) Buyer shall have received transition agreements executed by those persons listed on Schedule 6.1(m)Closing Date.

Of Buyer. All Buyer represents and warrants to Seller as -------- follows: 3.1.1 Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 3.1.2 HOB Entertainment has taken all actions necessary to duly authorize the issuance of Buyer under Articles 2 and 3 the HOB Shares which when issued in accordance with the terms of this Agreement are subject will be validly issued, fully paid and nonassessable, and free and clear of any liens, claims and encumbrances except as set forth in the Amended and Restated Stockholders Agreement of HOB Entertainment, dated as of September 10, 1999; 3.1.3 HOB Entertainment has issued shares of its Class D-2 Preferred Stock in a private offering on September 10, 1999 and pursuant to the fulfillment prior to or a related preemptive rights offering will issue shares of its Class D-2 Preferred Stock at the Closing a purchase price of each $1.62 per share. HOB Entertainment has made no other issuances of the following conditions, any of which Buyer may waive in its sole discretion:Class D-2 Preferred Stock; (a) Management Sellers shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied by Management Sellers prior to or at the Closing in connection with the 3.1.4 The execution, delivery, delivery and performance of this Agreement and the consummation transactions contemplated herein have been duly authorized by all requisite corporate action and no other acts or other proceedings on the part of all the Buyer or its shareholders are necessary to authorize this Agreement or the transactions contemplated herein. This Agreement has been duly and other commitments validly executed by Buyer and obligations contemplated constitutes a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by this Agreementapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and Buyer shall have received by general principles of equity (regardless of whether enforcement is sought in a certificate of Sellers’ Representative dated the Closing Date to such effectproceeding in equity or at law); 3.1.5 Neither the execution and delivery of this Agreement nor the performance by Buyer of its obligations hereunder will result in (bi) Sellers’ Representative shall have delivered a violation of or conflict with its organizational documents; (ii) a material breach of or default under any contract, agreement, indebtedness, lease, commitment, license, franchise, permit, authorization, or concession to Buyer all which it is a party or by which it is bound; or (iii) a violation of the deliverables referenced in Section 3.2any statute, law, ordinance, rule, regulation, order, judgment, or decree; (c) the representations and warranties of Management Sellers set forth in this Agreement shall 3.1.6 Any consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority, or any other person or entity, required to be true and correct in all material respects as of the Closing Date in each case as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) and or obtained by Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (d) all material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other actions (collectively “Authorizations”) required with or from any Authority, including without limitation receipt of licenses (or commitments to issue licenses) and certificate of need approvals for Buyer to indirectly own and operate the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, shall have has been duly made or obtained. No such Authorization shall impose on Buyer any condition or provision or requirement with respect to the Facilities or its operation that is more restrictive in any material respect than or different in any material respect from the conditions imposed upon such operation prior to Closing, unless Buyer gives its prior written approval; (e) 3.1.7 Buyer is acquiring the waiting period (and Interests to be acquired by it hereunder solely for its own account, not as a nominee or agent for any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Act (“HSR Act”) shall have expired or been terminated; (f) on the Closing Date, no suit, action, investigation, inquiry or other proceeding by any Authority or other person not a party hereto or affiliated with a party hereto or legal or administrative proceeding shall be pending which questions the validity or legality of the transactions contemplated hereby; and no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful; and no action or proceeding shall have been instituted by any Authority or other person not a party hereto or affiliated with a party hereto and remain pending before any Authority to restrain or prohibit the transactions contemplated by this Agreement. No adverse decision applicable to Keys Group shall have been made by any Authority, and no federal, state or local statute, rule or regulation shall have been enacted the effect of which would be to prohibit, materially restrict, impair or delay the consummation of the transactions contemplated hereby or materially restrict or impair the ability of Buyer to conduct the business of the Keys Group as presently conducted; (g) except as set forth on Schedule 6.1(g) and except for claims which would reasonably be deemed frivolous or claims that have been resolved, no claim by any person or entity shall have been asserted or threatened in writing that such person or entity: (i) is the holder or the beneficial owner of, and not with a view to, or has for offer or sale in connection with, any right to acquire or to obtain beneficial ownership of any ownership interest distribution thereof that would be in any member violation of the Keys Group; (ii) is entitled securities laws of the United States of America or any state thereof, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any portion part of said Interests under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, or under any exemption from such registration available under the Securities Act and other applicable state securities laws; 3.1.8 Buyer is knowledgeable, sophisticated, and experienced in business and financial matters such that it is capable of evaluating the merits and risks of the Purchase Price; or (iii) prospective investment in the Interests to be acquired by it hereunder, is entitled able to acquire any bear the economic risk of an investment in Interests to be acquired by it hereunder, and is able to afford the assets or properties that are material to the operations complete loss of any member of the Keys Groupsuch investment; (h) 3.1.9 Buyer shall have received all necessary consents to is an "accredited investor" as defined in Regulation D under the Contracts set forth on Schedule 6.1(h)(i) hereto and the applicable member of the Keys Group shall have entered into new or amended agreements, consistent with the requirements of Section 5.10 above, with the third parties listed on Schedule 6.1(h)(ii) hereto; (i) the Keys Group shall have conducted its business in the ordinary course since May 31, 2005 and no material adverse changes in the operations or financial condition of Keys Group between May 31, 2005 and Closing shall have occurred in the aggregate; (j) prior to or simultaneous with the Closing, Selling Persons or the Keys Group shall have caused the Liens on Schedule 6.1(j) to be released in full; (k) the Keys Group shall have in place the insurance policies described in Section 4.1(n) or obtained comparable replacement policies; (l) Buyer shall have received an executed copy of the letter attached hereto as Exhibit 6.1(l)Securities Act; and (m) 3.1.10 Buyer shall have received transition agreements executed by those persons listed on Schedule 6.1(m)acknowledges that the Partnership Agreement limits the transferability of the Interests, that transfers may be made only in compliance with applicable provisions of the Partnership Agreement and applicable federal and state securities laws, and that there is no market for the sale or trade of the Interests.

Of Buyer. All of After the obligations of Buyer under Articles 2 and 3 of this Agreement are Closing, subject to the fulfillment prior to or at the Closing terms, conditions and limitations of this §8, Seller shall indemnify Buyer and each of its Affiliates (including the following conditionsAcquired Companies) and their respective employees, officers, directors, managers, equity holders, agents and advisors (the “Buyer Indemnitees”) and hold each of them harmless from and against any and all Losses incurred or paid by them and resulting or arising out of (i) the failure or breach of any of which Buyer may waive in its sole discretion: (a) Management Sellers shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied by Management Sellers prior to or at the Closing in connection with the execution, delivery, and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement, and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (b) Sellers’ Representative shall have delivered to Buyer all of the deliverables referenced in Section 3.2; (c) the representations and warranties of Management Sellers set forth made by Seller in this Agreement shall be true and correct or in all material respects as any certificate relating hereto that is delivered to Buyer by or on behalf of the Closing Date Seller pursuant to this Agreement, (ii) a breach by Seller of any of its covenants or agreements in each case as if made on and as of this Agreement, (iii) any Company Indebtedness incurred through the Closing Date (except to the extent not paid at or prior to Closing or such representations and warranties speak as of an earlier dateamount did not reduce the Base Purchase Price) other than Indebtedness incurred by Buyer at or after Closing, in which case as of such date(iv) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the any Closing Date Transaction Expenses (except to the extent not paid at or prior to Closing or such representations amount did not reduce the Base Purchase Price), (v) any Liability, or loss of a Tax deduction, under, or as a result of the application of, Section 280G of the Code, unless such Liability or loss of a Tax deduction is caused by an action taken by Buyer, either before or on Closing, to create a right to a payment which is treated as contingent on a change in ownership or control pursuant to Section 280G of the Code and warranties speak the regulations promulgated thereunder and such right of payment is different from the salary and bonus payments disclosed to Seller before the Closing and assuming that the employee’s role within the Company has not changed), (vi) any Pre-Closing Taxes (net of any such Taxes which are reflected on the Final Statement, as of an earlier date, in which case as finally determined (to the extent of such date) and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect; (d) all material authorizationsadjustment)), consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings but excluding any withholding or other actions Taxes imposed on the dividend declared by Enstar on December 14, 2018 payable to the Company contemplated in §3.2.3(p), and (collectively vii) those Liabilities set forth on SCHEDULE 8.2.1(vii) (collectively, “AuthorizationsBuyer Losses”) required with or from any Authority). In the event of a Buyer Loss, including without limitation receipt of licenses (or commitments to issue licenses) and certificate of need approvals for Buyer to indirectly own and operate is the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection with the execution, delivery and performance of “Indemnified Party” under this Agreement and Seller is referred to as the consummation of the transactions contemplated hereby, shall have been duly obtained. No such Authorization shall impose on Buyer any condition or provision or requirement with respect to the Facilities or its operation that is more restrictive in any material respect than or different in any material respect from the conditions imposed upon such operation prior to Closing, unless Buyer gives its prior written approval; (e) the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement “Indemnifying Party” under the Xxxx-Xxxxx-Xxxxxx Act (“HSR Act”) shall have expired or been terminated; (f) on the Closing Date, no suit, action, investigation, inquiry or other proceeding by any Authority or other person not a party hereto or affiliated with a party hereto or legal or administrative proceeding shall be pending which questions the validity or legality of the transactions contemplated hereby; and no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful; and no action or proceeding shall have been instituted by any Authority or other person not a party hereto or affiliated with a party hereto and remain pending before any Authority to restrain or prohibit the transactions contemplated by this Agreement. No adverse decision applicable to Keys Group shall have been made by any Authority, and no federal, state or local statute, rule or regulation shall have been enacted the effect of which would be to prohibit, materially restrict, impair or delay the consummation of the transactions contemplated hereby or materially restrict or impair the ability of Buyer to conduct the business of the Keys Group as presently conducted; (g) except as set forth on Schedule 6.1(g) and except for claims which would reasonably be deemed frivolous or claims that have been resolved, no claim by any person or entity shall have been asserted or threatened in writing that such person or entity: (i) is the holder or the beneficial owner of, or has any right to acquire or to obtain beneficial ownership of any ownership interest in any member of the Keys Group; (ii) is entitled to all or any portion of the Purchase Price; or (iii) is entitled to acquire any of the assets or properties that are material to the operations of any member of the Keys Group; (h) Buyer shall have received all necessary consents to the Contracts set forth on Schedule 6.1(h)(i) hereto and the applicable member of the Keys Group shall have entered into new or amended agreements, consistent with the requirements of Section 5.10 above, with the third parties listed on Schedule 6.1(h)(ii) hereto; (i) the Keys Group shall have conducted its business in the ordinary course since May 31, 2005 and no material adverse changes in the operations or financial condition of Keys Group between May 31, 2005 and Closing shall have occurred in the aggregate; (j) prior to or simultaneous with the Closing, Selling Persons or the Keys Group shall have caused the Liens on Schedule 6.1(j) to be released in full; (k) the Keys Group shall have in place the insurance policies described in Section 4.1(n) or obtained comparable replacement policies; (l) Buyer shall have received an executed copy of the letter attached hereto as Exhibit 6.1(l); and (m) Buyer shall have received transition agreements executed by those persons listed on Schedule 6.1(m).