Purchaser’s Conditions to Close. Purchaser’s obligation to close the transactions contemplated hereby at the Closing shall be subject to Purchaser’s receipt of Seller’s and Principals’ deliveries set forth in Section 4.2 and the complete satisfaction and fulfillment of all of the following conditions precedent (“Purchaser Conditions to Close”), any or all of which may be waived in whole or in part by Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation, or warranty made by Seller or Principals in this Agreement): 4.5.1. All representations and warranties made by Seller and Principals in this Agreement shall be true and accurate as of the Closing Date. 4.5.2. All covenants, promises, and agreements made by Seller and/or Principals in this Agreement and all other actions required to be performed or complied with by Seller and/or Principals under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and/or Principals. 4.5.3. The absence of any event that would reasonably be expected to have a material adverse change in the Business or the Assets on or prior to the Closing Date. 4.5.4. Purchaser being satisfied, in its sole discretion, with the results of its due diligence investigation of Seller, the Assets, and the Business. 4.5.5. Seller having completed an audit in a form and substance acceptable to Purchaser, to include at least the past 2 years of operating history on or before Closing. 4.5.6. Purchaser shall have received financing for the transactions contemplated hereby on terms that are acceptable to Purchaser, in its sole discretion. 4.5.7. Purchaser and Seller shall have collaborated on a business plan and business model for 2021. 4.5.8. The parties shall have agreed upon the items that, pursuant to the terms of this Agreement, are to be agreed upon by the parties prior to the Closing, which items include the Closing documents and the schedules to this Agreement, to the extent that they are not attached to it prior to its execution. 4.5.9. Each of the Principals shall enter into a non-competition-agreement for the State of Texas containing: a three (3) year restriction from and after the Closing Date for ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to include a prohibition on (a) solicitation of any past, present, or future customers or employees of the Business; or (b) competition with Purchaser, including by engaging in any business that is, directly or indirectly, competitive with the Business in the state of Texas.
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Purchaser’s Conditions to Close. Purchaser’s obligation to close the transactions contemplated hereby at the Closing shall be subject to Purchaser’s receipt of Seller’s and Principals’ deliveries set forth in Section 4.2 and the complete satisfaction and fulfillment of all of the following conditions precedent (“Purchaser Conditions to Close”), any or all of which may be waived in whole or in part by Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation, or warranty made by Seller or Principals in this Agreement): ):
4.5.1. 4.5.1 All representations and warranties made by Seller and Principals in this Agreement shall be true and accurate as of the Closing Date. .
4.5.2. 4.5.2 All covenants, promises, and agreements made by Seller and/or Principals in this Agreement and all other actions required to be performed or complied with by Seller and/or Principals under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and/or Principals. .
4.5.3. 4.5.3 The absence of any event that would reasonably be expected to have a material adverse change in the Business or the Assets on or prior to the Closing Date. .
4.5.4. 4.5.4 Purchaser being satisfied, in its sole discretion, with the results of its due diligence investigation of Seller, the Assets, and the Business. .
4.5.5. Seller having completed an audit in a form and substance acceptable to Purchaser, to include at least the past 2 years of operating history on or before Closing.
4.5.6. Purchaser shall have received financing for the transactions contemplated hereby on terms that are acceptable to Purchaser, in its sole discretion.
4.5.7. 4.5.5 Purchaser and Seller shall have collaborated on a business plan and business model for 2021. 2023.
4.5.8. 4.5.6 The parties shall have agreed upon the items that, pursuant to the terms of this Agreement, are to be agreed upon by the parties prior to the Closing, which items include the Closing documents and the schedules to this Agreement, to the extent that they are not attached to it prior to its execution.
4.5.9. 4.5.7 Each of the Principals shall enter into a non-competitioncompetition agreement and non-solicitation agreement for the State of Texas containing: a three (3) year restriction from and after the Closing Date for ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to include a prohibition on (a) solicitation of any past, present, or future customers or employees of the Business; or (b) competition with Purchaser, including by engaging as set forth in any business that is, directly or indirectly, competitive with the Business in the state of Texas. Section 6.3 below.
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