Conditions to Obligation of Buyer at the First Closing. The obligation of Buyer to consummate the applicable Transactions at First Closing is subject to the satisfaction (or written waiver by Buyer) of the following conditions: (a) (i) The representations and warranties set forth in ARTICLE III and ARTICLE IV (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Acquired Companies MAE qualifiers) at and as of the First Closing Date (after giving effect to the First Reorganization) with the same force and effect as if made on and as of the First Closing Date (other than such representations and warranties that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct has not had an Acquired Companies MAE with respect to the First Closing Acquired Companies and (ii) the Fundamental Representations shall be true and correct as and as of the First Closing Date with the same force and effect as if made on and as of the First Closing Date (other than such Fundamental Representations that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date); provided, however, that for purposes of determining whether each representations and warranties set forth in ARTICLE III and ARTICLE IV are true and correct for purposes of this Section 7.2(a), all matters shall be limited to the First Closing Acquired Companies. (b) Each of Parent, and solely with respect to the Landcar Management Provisions, Landcar Management, shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Person at or prior to the First Closing Date. (c) Buyer shall have received a certificate dated as of the First Closing Date executed by Parent to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied (the “Parent First Closing Certificate”). (d) The transactions contemplated by the Real Estate Purchase Agreement related to the First Closing Acquired Companies shall have been consummated contemporaneously with the First Closing. (e) All documents, certificates or instruments required to be delivered pursuant to Section 2.4(a) shall have been delivered. (f) Manufacturer Consents that represent, in the aggregate, 2020 Revenue Percentages of no less than sixty-five percent (65%) shall have been obtained. (g) During the First Interim Period, there shall not have occurred any Acquired Company MAE with respect to the First Closing Acquired Companies. (h) The transactions contemplated by the Insurance Purchase Agreement to be consummated on the first closing thereof as provided therein shall have been consummated contemporaneously with the First Closing. (i) Buyer shall have received reasonable assurances that the Department of Motor Vehicle, Bureau of Automotive Repair, or similar Governmental Entity, as applicable, shall, upon proper and timely filing or submission of the requisite documentation by Buyer whether contemporaneous with or immediately following the First Closing, issue to each First Closing Acquired Company each Permit that is necessary or required for such First Closing Acquired Company to operate its applicable Business as was being conducted as of immediately prior to the First Reorganization and also that, subject to Buyer’s compliance with such Governmental Entity’s direction, during the period between the First Closing and the date of such issuance, such First Closing Acquired Company may continue to so operate its applicable Business. (j) The First Reorganization shall have been conducted in accordance with the First Reorganization Step Plan and Parent, Seller Group and their Affiliates shall have compiled in all respects with the obligations set forth in Section 6.16(a)(iv).
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Conditions to Obligation of Buyer at the First Closing. The obligation of Buyer to consummate the applicable Transactions at First Closing is subject to the satisfaction (or written waiver by Buyer) of the following conditions:
(a) (i) The representations and warranties set forth in ARTICLE III and ARTICLE IV (other than the Fundamental Representations) shall be true and correct (without giving effect to any materiality or Acquired Companies MAE qualifiers) at and as of the First Closing Date (after giving effect to the First Reorganization) with the same force and effect as if made on and as of the First Closing Date (other than such representations and warranties that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct has not had an Acquired Companies MAE with respect to the First Closing Acquired Companies and (ii) the Fundamental Representations shall be true and correct as and as of the First Closing Date with the same force and effect as if made on and as of the First Closing Date (other than such Fundamental Representations that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date); provided, however, that for purposes of determining whether each representations and warranties set forth in ARTICLE III and ARTICLE IV are true and correct for purposes of this Section 7.2(a), all matters shall be limited to the First Closing Acquired Companies.
(b) Each of Parent, and solely with respect to the Landcar Management Provisions, Landcar Management, Owners shall have performed or complied in all material respects with all of their respective obligations and covenants required by this Agreement to be performed or complied with by such Person Owners at or prior to the First Closing Date.
(c) Buyer shall have received a certificate dated as of the First Closing Date executed by Parent the Owners Representative to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied (the “Parent Owners’ First Closing Certificate”).
(d) The transactions contemplated by the Real Estate Purchase Agreement related to the First Closing Acquired Companies shall have been consummated contemporaneously with the First Closing.
(e) The transactions contemplated by the Dealerships Purchase Agreement to be consummated on the first closing thereof as provided therein shall have been consummated contemporaneously with the First Closing.
(f) All documents, certificates or instruments required to be delivered pursuant to Section 2.4(a) shall have been delivered.
(f) Manufacturer Consents that represent, in the aggregate, 2020 Revenue Percentages of no less than sixty-five percent (65%) shall have been obtained.
(g) During the First Interim Period, there shall not have occurred any Acquired Company MAE with respect to the First Closing Acquired Companies.
(h) The transactions contemplated by the Insurance Purchase Agreement to be consummated on the first closing thereof as provided therein shall have been consummated contemporaneously with the First Closing.
(i) Buyer shall have received reasonable assurances that the Department of Motor Vehicle, Bureau of Automotive Repair, or similar Governmental Entity, as applicable, shall, upon proper and timely filing or submission of the requisite documentation by Buyer whether contemporaneous with or immediately following the First Closing, issue to each First Closing Acquired Company each Permit that is necessary or required for such First Closing Acquired Company to operate its applicable Business as was being conducted as of immediately prior to the First Reorganization and also that, subject to Buyer’s compliance with such Governmental Entity’s direction, during the period between the First Closing and the date of such issuance, such First Closing Acquired Company may continue to so operate its applicable Business.
(j) The First Reorganization shall have been conducted in accordance with the First Reorganization Step Plan and Parent, Seller Group and their Affiliates shall have compiled in all respects with the obligations set forth in Section 6.16(a)(iv).
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