Common use of Conditions to Seller’s Obligation Clause in Contracts

Conditions to Seller’s Obligation. The Seller’s obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by the Seller), at or prior to the Closing, of each of the following additional conditions: (a) Except to the extent any failure has not resulted in or would not reasonably be expected to result in a Material Adverse Effect, each of the representations and warranties of the Purchaser contained herein shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of a specified date, in which case the accuracy of such representation or warranty shall be determined as of such specified date. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof. (b) The covenants contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with and not been breached in any material respect. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof. (c) The Purchaser shall have paid and delivered the Purchase Price. (d) The Sale Order shall have been entered and not be the subject of any stay or injunction and a plan of liquidation for the Seller shall have been confirmed. (e) The Transfer Agreement Closing shall have occurred. (f) The Purchaser shall have delivered the replacement Credit Support Arrangements to the relevant beneficiary or counterparty as contemplated by clause (a) of Section 5.10. (g) All consents contemplated by the Settlement Agreement shall have been obtained.

Conditions to Seller’s Obligation. The Seller’s obligation of Seller hereunder to effect issue and sell the Closing shall be Investor Securities to Investor at each of the Closings is subject to the fulfillment satisfaction, at or before each of the First Closing Date and the Second Closing Date (or express written waiver other than as provided below) of each of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Investor shall have executed this Agreement, and delivered the Seller), same to Seller at or prior to the ClosingFirst Closing Date. b. Investor shall have delivered, of each of and the following additional conditions:Purchase Price shall have been received, in accordance with Section 1. (a) Except to the extent any failure has not resulted in or would not reasonably be expected to result in a Material Adverse Effect, each of the c. The representations and warranties of the Purchaser contained herein Investor shall be true and correct on in all material respects as of the date when made and as of each of the First Closing Date, with Date and the same force and effect Second Closing Date as though such made at that time (except for representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made speak as of a specified specific date), in which case the accuracy of such representation or warranty shall be determined as of such specified date. The Seller and Investor shall have received a certificate of performed, satisfied and complied in all material respects with the Purchaser to such effect signed covenants, agreements and conditions required by a duly authorized officer thereof. (b) The covenants contained in this Agreement to be performed, satisfied or complied with by Investor at or prior to each of the Purchaser on First Closing Date and the Second Closing Date. d. No undisclosed litigation, statute, rule, regulation, executive order, decree, ruling or before the Closing injunction shall have been complied with and not been breached enacted, entered, promulgated or endorsed by or in any material respect. The Seller shall have received a certificate court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the Purchaser to such effect signed by a duly authorized officer thereof. (c) The Purchaser shall have paid and delivered the Purchase Price. (d) The Sale Order shall have been entered and not be the subject of any stay or injunction and a plan of liquidation for the Seller shall have been confirmed. (e) The Transfer Agreement Closing shall have occurred. (f) The Purchaser shall have delivered the replacement Credit Support Arrangements to the relevant beneficiary or counterparty as transactions contemplated by clause (a) of Section 5.10this Agreement. (g) All consents contemplated by the Settlement Agreement shall have been obtained.

Conditions to Seller’s Obligation. The Seller’s 's obligation to effect consummate the Closing shall be subject to the fulfillment (transactions contemplated by this Stock Purchase Agreement is conditioned upon satisfaction, or express written waiver by the Seller), at or prior to the ClosingCompany in writing, of each all of the following additional conditionson or before the Closing Date: (a) Except The performance by Purchaser of all of Purchaser's promises and agreements under this Stock Purchase Agreement that are to be performed as of Closing. (b) No suit, action, arbitration or legal, administrative or other proceeding or governmental investigation shall be pending or threatened against Purchaser, Company or Sellers in relation to or affecting the extent any failure has not resulted in or would not reasonably be expected to result in a Material Adverse Effectconsummation of the transactions contemplated by this Stock Purchase Agreement. (c) Purchaser's execution and delivery of Employment Agreements with Sellers, each as set forth on Exhibits 7.2(f)(i) and 7.2(f)(ii) attached hereto; (d) Each of the representations and warranties of the Purchaser contained herein shall be is true and correct on and in all material respects as of the Closing Date, with Closing. (e) Sellers and the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of a specified date, in which case the accuracy of such representation or warranty shall be determined as of such specified date. The Seller Company shall have received a certificate of the Purchaser to such effect signed by a duly authorized Secretary or other officer thereof. (b) The covenants contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with and not been breached in any material respect. The Seller shall have received a certificate of the Purchaser to such effect signed by certifying as true and correct the Closing Date, a duly authorized officer thereof. (c) The Purchaser shall have paid copy of the Resolutions of the Board of Directors which authorize the execution and delivered full performance of the Purchase Price. (d) The Sale Order shall have been entered transaction documents and not be the subject incumbency of any stay or injunction and a plan of liquidation for the Seller shall have been confirmed. (e) The Transfer Agreement Closing shall have occurredtheir respective officers. (f) The Purchaser shall have delivered Evidence that the replacement Credit Support Arrangements to certificate of merger being filed in connection with the relevant beneficiary merger of Prospect Acquisition Corporation, Inc. and Sierra Medical Management, Inc., a Delaware corporation, has been filed, or counterparty as contemplated by clause (a) will be filed concurrently with the Closing, with the Delaware Secretary of Section 5.10State. (g) All consents contemplated by the Settlement Agreement Purchaser shall have been obtainedcaused Prospect Medical Holdings to issue the Options to Sellers.

Conditions to Seller’s Obligation. The Seller’s obligation of Seller to effect the consummate each Closing shall be subject to, with respect to the fulfillment (or express written waiver by the Seller), Offered Assets to be purchased at or prior to the such Closing, of each of the following additional conditionsconditions precedent except to the extent such conditions precedent are waived in writing by Seller in its sole discretion: (a) Except to the extent any failure has not resulted in or would not reasonably be expected to result in a Material Adverse Effect, each All of the representations and warranties of the Purchaser contained herein specified in this Agreement shall be true and correct on and in all material respects as of the related Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of a specified date, in which case the accuracy of such representation or warranty shall be determined as of such specified date. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof.; (b) The covenants contained in Closing Documents to be delivered by Purchaser on the related Closing Date shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) All other terms and conditions of this Agreement and the related Purchase Documents required to be complied with by the Purchaser on or before the related Closing Date shall have been complied with with, and not been breached in any material respect. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof. (c) The Purchaser shall have paid and delivered the Purchase Price.ability to comply with all terms and (d) The Sale Order shall have been entered conditions and not perform all duties and obligations required to be complied with or performed after the subject of any stay or injunction and a plan of liquidation for the Seller shall have been confirmed.related Closing Date; (e) The Transfer payment (or deemed payment) of the aggregate Purchase Price in accordance with Section 8 of this Agreement shall have been received (or deemed received); (f) Seller shall have received all necessary governmental approvals, permissions or consents, if any, with respect to the transactions contemplated hereby; and (g) With respect to the first Closing only, the Closing (as such term is defined in the SPA) of the transactions contemplated by the SPA shall have occurred. (f) The Purchaser shall have delivered the replacement Credit Support Arrangements to the relevant beneficiary or counterparty as contemplated by clause (a) of Section 5.10. (g) All consents contemplated by the Settlement Agreement shall have been obtained.