Common use of Seller Closing Conditions Clause in Contracts

Seller Closing Conditions. The following conditions shall exist at the time of Closing hereunder, and the obligation of Seller to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Seller, to the extent permitted by applicable Law) of each such condition of each such condition: 14.2.1 Each of the representations and warranties of Purchaser contained herein and each of the representations of the Buyer contained in the Asset Purchase Agreement shall be true in all material respects as if made as of the date of Closing, and Purchaser and the Buyer shall have complied with and not be in material breach of any of the covenants of Purchaser hereunder and the Buyer thereunder to the extent such covenants are by their terms to be performed on or before the Closing. 14.2.2 The conditions to Seller’s obligation to consummate the transactions contemplated by the Asset Purchase Agreement (other than the consummation of the transactions contemplated by this Agreement) shall have been satisfied before or substantially simultaneously with the Closing contemplated by this Agreement. 14.2.3 Purchaser has entered into the Collective Bargaining Agreement described in Section 14.1.4 or in the alternative, a closing agreement by and between the Southern Region Workers United SEIU and Seller shall have been executed or shall be executed simultaneously as part of the Closing contemplated by this Agreement. 14.2.4 The Bankruptcy Court Approval shall have been obtained or deemed to be obtained and no order or appeal preventing the Closing shall be pending.

Seller Closing Conditions. The following conditions shall exist at the time of Closing hereunder, and the obligation of Seller to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Seller, to the extent permitted by applicable Law) of each such condition of each such condition: 14.2.1 Each of the representations and warranties of Purchaser contained herein and each of the representations of the Buyer contained in the Asset Purchase Agreement shall be true in all material respects as if made as of the date of Closing, and Purchaser and the Buyer shall have complied with and not be in material breach of any of the covenants of Purchaser hereunder and the Buyer thereunder to the extent such covenants are by their terms to be performed on or before the Closing. 14.2.2 The conditions to Seller’s obligation to consummate the transactions contemplated by the Asset Purchase Agreement (other than the consummation of the transactions contemplated by this Agreement) shall have been satisfied before or substantially simultaneously with the Closing contemplated by this Agreement. 14.2.3 Purchaser has entered into the Collective Bargaining Agreement described in Section 14.1.4 or in the alternative, a A closing agreement by and between the Southern Region Workers United SEIU and Seller shall have been executed or shall be executed simultaneously as part of the Closing contemplated by this Agreement. 14.2.4 The Bankruptcy Court Approval shall have been obtained or deemed to be obtained and no order or appeal preventing the Closing shall be pending.

Seller Closing Conditions. The following conditions shall exist at the time of Closing hereunder, and the obligation of Seller to close hereunder shall be expressly conditioned upon and consummate the Closing is subject to the satisfaction (or written waiver by Seller, to Seller of the extent permitted by applicable Law) of each such condition of each such conditionfollowing further conditions: 14.2.1 Each of (a) the representations and warranties of Purchaser contained herein and each of the representations of the Buyer contained in the Asset Purchase this Agreement (i) that are qualified as to materiality or material adverse effect shall be true and accurate in all respects and (ii) that are not so qualified shall be true and accurate in all material respects respects, in each case at and as of the Closing Date with the same force and effect as if made at and as of the date Closing Date (other than such representations and warranties as are made as of Closinganother date, which shall be true and Purchaser correct as of such date). The covenants and the Buyer shall have agreements contained in this Agreement to be complied with and not be in material breach of any of the covenants of by Purchaser hereunder and the Buyer thereunder to the extent such covenants are by their terms to be performed on at or before the Closing. 14.2.2 The conditions to Seller’s obligation to consummate the transactions contemplated by the Asset Purchase Agreement (other than the consummation of the transactions contemplated by this Agreement) Closing shall have been satisfied before or substantially simultaneously complied with the Closing contemplated by this Agreement. 14.2.3 Purchaser has entered into the Collective Bargaining Agreement described in Section 14.1.4 or in the alternative, a closing agreement by and between the Southern Region Workers United SEIU and all respects. Seller shall have been executed received a certificate from Purchaser signed by an executive officer thereof with respect to the matters described in this Section 2.03(a); (b) any waiting period (and any extension thereof) under the HSR Act or shall be executed simultaneously as part any other relevant antitrust Law or foreign investment Law applicable to the purchase of the Closing Acquired Companies and the Acquired Assets contemplated by this Agreement. 14.2.4 The Bankruptcy Court Approval hereby shall have expired or shall have been obtained or deemed to be obtained and terminated; (c) no order or appeal preventing the Closing Action shall be pendingpending by any Governmental Authority against Purchaser or Seller seeking to restrain the Transactions; (d) there shall not be pending any Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; and (e) Seller shall have received duly executed copies of the closing deliveries set forth in Sections 2.01(a) and 2.01(b), and such documents shall be in full force and effect.