Additional Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller contained in Article III and Article IV, respectively, shall be true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, and all of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller and Stockholders on or before the Closing Date shall have been duly complied with and performed in all respects, in each case except for breaches as to matters that, in the aggregate, are not reasonably likely to result in Indemnifiable Damages (as defined in Section 9.1(a) below) in excess of $100,000. A certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Seller and each of the Stockholders shall have been delivered to Group 1; (b) There shall have been obtained any and all permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other Governmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws; (c) Purchaser shall have received all requisite manufacturer's approvals of the Acquisition and the transactions contemplated thereby; (d) Purchaser shall have received evidence, satisfactory to Purchaser, that all Related Party Agreements shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 6.10 and 6.11 hereto; (e) Purchaser shall have received executed representations from Seller and each Stockholder stating that such Seller or Stockholder (with respect to shares owned beneficially or of record by him, her or it) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him, her or it in the Acquisition, except as provided in Section 4.1 herein; (f) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or prospects of Seller shall have occurred, and Seller shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of Seller, and Group 1 shall have received a certificate signed by the chief executive officer of Seller dated the Closing Date to such effect; (g) Receipt by Group 1 of current or updated Phase I Environmental Surveys, at Seller's expense, prepared by a firm approved in writing by Group 1, showing no environmental problems or recommended actions, which will be performed at the discretion of Group 1; (h) Receipt by Group 1, at Sellers's expense, of a title commitment, issued by a title company, approved by Group 1, subject only to the exceptions described in Schedule 8.2(h) ("Permitted Title Exceptions"); (i) Receipt by Group 1, at Seller's expense, of a current ALTA survey of the Leased Properties showing the location of any improvements, prepared by a licensed surveyor approved by Group 1; (j) Receipt by Group 1 of the Lease Agreement executed by United Constructors Limited Company in accordance with Section 6.14 herein; (k) Receipt by Group 1 of Employment Agreements executed by the Stockholders in accordance with Section 6.15 herein; (l) Group 1 and Newco shall have received a favorable opinion of Suti▇ ▇▇▇▇▇▇ & ▇row▇▇ ▇ ▇rofessional Corporation, counsel to Seller, dated the Closing Date, with respect to the matters set forth in Exhibit E hereto; (m) Receipt by Group 1 of the Seller 1997 Financial Statements, provided further, that the Seller 1997 Financial Statements shall not reflect any material adverse change from the Seller Interim Financial Statements; (n) Satisfaction or waiver of the conditions set forth in Article VIII of the Other Agreement and the simultaneous closing of the Other Acquisition; and (o) The Board of Directors of Group 1 shall have approved the Acquisition.
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Additional Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The representations and warranties of Seller contained in Article III and Article IV, respectively, shall be true and correct in all respects as of the date when made and as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, and all of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller and Stockholders on or before the Closing Date shall have been duly complied with and performed in all respects, in each case except for breaches as to matters that, in the aggregate, are not reasonably likely to result in Indemnifiable Damages (as defined in Section 9.1(a) below) in excess of $100,000. A certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Seller and each of the Stockholders shall have been delivered to Group 1;
(b) There shall have been obtained any and all permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other Governmental Authority and of any automobile manufacturer, that reasonably may be deemed necessary so that the consummation of the Acquisition and the transactions contemplated thereby will be in compliance with applicable laws;
(c) Purchaser shall have received all requisite manufacturer's approvals of the Acquisition and the transactions contemplated thereby;
(d) Purchaser shall have received evidence, satisfactory to Purchaser, that all Related Party Agreements shall have been terminated and all Related Guarantees shall have been terminated, waived or released pursuant to Sections 6.10 and 6.11 hereto;
(e) Purchaser shall have received executed representations from Seller and each Stockholder stating that such Seller or Stockholder (with respect to shares owned beneficially or of record by him, her or it) has no current plan or intention to sell or otherwise dispose of the Group 1 Common Stock to be received by him, her or it in the Acquisition, except as provided in Section 4.1 herein;
(f) Since the date of this Agreement, no material adverse change in the business, condition (financial or otherwise), assets, operations or prospects of Seller shall have occurred, and Seller shall not have suffered any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of Seller, and Group 1 shall have received a certificate signed by the chief executive officer of Seller dated the Closing Date to such effect;
(g) Receipt by Group 1 of current or updated Phase I Environmental Surveys, at Seller's expense, prepared by a firm approved in writing by Group 1, showing no environmental problems or recommended actions, which will be performed at the discretion of Group 1;
(h) Receipt by Group 1, at Sellers's expense, of a title commitment, issued by a title company, approved by Group 1, subject only to the exceptions described in Schedule 8.2(h) ("Permitted Title Exceptions");
(i) Receipt by Group 1, at Seller's expense, of a current ALTA survey of the Leased Properties showing the location of any improvements, prepared by a licensed surveyor approved by Group 1;
(j) Receipt by Group 1 of the Lease Agreement Agreements executed by United Constructors Limited Company, United Properties Limited Company and Holiday Bowl, Inc. in accordance with Section 6.14 herein;
(k) Receipt by Group 1 of Employment Agreements executed by the Stockholders in accordance with Section 6.15 herein;
(l) Group 1 and Newco shall have received a favorable opinion of Suti▇ ▇▇▇▇▇▇ & ▇row▇▇ ▇ ▇rofessional Corporation, counsel to Seller, dated the Closing Date, with respect to the matters set forth in Exhibit E hereto;
(m) Receipt by Group 1 of the Seller 1997 Financial Statements, provided further, that the Seller 1997 Financial Statements shall not reflect any material adverse change from the Seller Interim Financial Statements;
(n) Satisfaction or waiver of the conditions set forth in Article VIII of the Other Agreement and the simultaneous closing of the Other Acquisition; and
(o) The Board of Directors of Group 1 shall have approved the Acquisition.
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