Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. Purchaser’s obligation to close the Transaction is subject to the satisfaction of each of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closing: (a) the Vendors’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) the Vendors have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closing.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchaser to close consummate the Transaction is subject to the satisfaction (or waiver in writing by the Purchaser) of each all of the following conditions precedent (the “"Purchaser Closing Conditions”) at or prior to Closing:" and together with the Mutual Closing Conditions and the Company Closing Conditions, the "Closing Conditions"): 2.3.1. The representations and warranties of the Company set forth herein shall be true and correct in all respects as of the date hereof and in all material respects (a) the Vendors’ except for those representations and warranties that are qualified by materiality and except for those representations and warranties in Article 4Sections 4.1, as qualified or limited by any exceptions in the Schedules to Article 44.2 and 4.3, are all of which shall be true and correct on in all respects) as of the Closing Date Date, as if made at and as of Closing such time (other than representations and warranties that address matters in each case, except to the extent expressly made as of a certain an earlier date, in which were true and correct case as of that such date);. (b) the Vendors 2.3.2. The Company shall have executed and delivered all of the documents and instruments that they are required to execute and deliver performed or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date. 2.3.3. All of the other obligationsdocuments to be delivered by the Company pursuant to Section 3 below shall be in a form as attached to this Agreement, agreements or, if not attached, in a form and conditions under this Agreement that they are required substance reasonably satisfactory to perform, comply with or satisfy the Purchaser and shall be delivered to the Purchaser at or prior to the Closing;. (c) each Notice or filing listed on Schedule 4.5 has 2.3.4. From the date hereof until the Closing there will have been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operationsbusiness, liabilities, assets, properties or operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO;Company and its subsidiaries, taken as a whole. 2.3.5. The Other PIPE Investors (ias defined below) The Consolidated Standard Group shall have a combined cash balance as entered into binding agreements for investment in the Ordinary Shares for aggregate gross proceeds to the Company, including the investment by the Purchaser contemplated hereunder, of Closing in an amount not no less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements 5,000,000 and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to such transactions shall have occurred prior to, or simultaneously with, the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closing.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchasers to close effect the Transaction is Closing are also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by Purchasers whose aggregate Subscription Amounts represent a majority of the following conditions (the “Purchaser Closing Conditions”) aggregate Subscription Amounts of all Purchasers at or prior to Closingthe Closing of the following conditions: (ai) (A) the Vendors’ representations and warranties of the Company set forth in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are Section 3.1 shall be true and correct on in all material respects (other than Sections 3.1(b)(i), 3.1(c), 3.1(d), 3.1(f), 3.1(g), 3.1(s), 3.1(u) or 3.1(w) or any other representations qualified by materiality which, in each case, shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as if though made at on and as of Closing such date (other than representations and warranties except to the extent that address matters such representation or warranty speaks to an earlier date, in which case as of a certain date, which were true and correct as of that such earlier date); (bii) the Vendors have executed and delivered all there shall not be pending any suit, action or proceeding by any Governmental Authority or shareholder of the documents and instruments that they are required Company (other than a Purchaser or its Affiliates) seeking to execute and deliver restrain, enjoin or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all prohibit the consummation of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of transactions contemplated by this Agreement; (giii) no Suit has been initiated or Threatened since the date of Company shall have performed and complied with, in all material respects, its obligations, covenants and agreements required to be performed by it pursuant to this Agreement that challenges at or seeks damages or other relief in connection with prior to the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the TransactionClosing; (hiv) Fenix has approved the pricing and other terms of Company shall have delivered to the IPOPurchasers all deliverables required to be delivered by the Company pursuant to Section 2.2(a); (iv) The Consolidated Standard Group the OEP Acquisition Agreement shall have a combined cash balance as of Closing be in an amount full force and effect and the Company shall not less than $1,500,000be in breach thereof in any material respect; (jvi) both of (A) the Registration Statement has First Lien Credit Agreement and (B) the Specified Second Lien Credit Agreement shall, in each case, be in full force and effect and no “Default” or “Event of Default” thereunder shall have occurred and be continuing; (vii) a number of Underlying Shares at least equal to the Required Minimum for all of the Purchased Shares as of the Closing Date shall have been declared effectivereserved by the Company and approved, subject to official notice of issuance, for listing on the NYSE American; and (kviii) closing no notice of delinquency or delisting from the other combination agreements and closing of NYSE American shall have been received by the IPO have both taken place concurrently Company with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered respect to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at ClosingCommon Stock.

Purchaser Closing Conditions. Purchaser’s obligation to close The obligations of Purchaser under this Agreement in connection with the Transaction is Closing are subject to the satisfaction fulfillment at or before the Closing of each of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closingconditions: (ai) the Vendors’ The representations and warranties of Parent and Seller contained in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are Section 5 below shall be true and correct on in all material respects at the Closing Date with the same effect as if though such representations and warranties had been made at and as of the Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date);Date. (bii) the Vendors Parent and Seller shall have executed performed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied all agreements and obligations contained in this Agreement in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply be performed or complied with by them or satisfy either of them at or prior to before the Closing;. (ciii) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, There shall not have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date hereof any event or condition that has had a material adverse effect on the Purchased Assets but excluding any event or condition that relates to (A) the transactions contemplated by this Agreement and the Related Agreements and any public announcements thereof, (B) Seller’s preparation to wind down its operations relating to the Business, including, but not limited to, the closing of its manufacturing facility at which the Products are currently manufactured, (C) changes or conditions affecting the industries of which the Business is a part generally, (D) changes in economic, regulatory, or political conditions generally, or (E) any acts of war or terrorism (a “Material Adverse Effect”). (iv) Seller shall have entered into each of the Related Agreements, each in form and substance satisfactory to Purchaser. (v) The consent listed in Section 5(d) shall have been obtained in form and substance satisfactory to Purchaser. (vi) Purchaser shall be satisfied: (A) With the final form and substance of all exhibits, appendices and schedules to this Agreement; (gB) no Suit has been initiated or Threatened since With its pre-Closing inspection of the Equipment; (C) That Existing Customers representing, collectively, at least 60% of Seller’s revenues from the sale of Products on an annualized basis as of the date of this Agreement that challenges or seeks damages or other relief in connection with will convert to being customers of, and will purchase Products from, Purchaser after the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effectiveClosing; and (kD) closing of That the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 Purchased Assets will be transitioned to Purchaser’s facilities by a written waiver delivered to the ShareholdersOctober 1, acting on behalf of all of the Vendors, at any time prior to or at Closing2005.