Common use of The Buyer’s Conditions Precedent Clause in Contracts

The Buyer’s Conditions Precedent. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (subject to applicable law) at or prior to the Closing Date of each of the following conditions: (a) no preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the transactions contemplated by this Agreement; (b) no action will have been commenced or threatened against the Seller, the Buyer or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or challenge the transactions contemplated by this Agreement; (c) all of the pharmacists and pharmacy technicians employed by the Seller at the Business as of March 1, 2008, will continue to be employed at the Business immediately prior to the Time of Transfer; (d) all representations and warranties of the Seller contained herein will be true and correct in all material respects on and as of the Closing Date; (e) in all material respects, the Seller will have performed or satisfied on and as of the Closing Date, all obligations, covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Seller; (f) there is no material adverse change, nor any event which would result in any material adverse change, so far as can reasonably be foreseen by the Buyer, in the Business or in the results of operations; (g) the Business will not have incurred any material loss on or prior to the Closing Date, whether or not covered by insurance; (h) all actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been initiated, completed, obtained or drafted to the reasonable satisfaction of Buyer’s counsel, and the Seller will have delivered such additional certificates and other documents as the Buyer reasonably requests including, without limitation, such certificates of the Seller dated the Closing Date evidencing compliance with the conditions set forth in this paragraph 9; (i) the Seller will not be the subject of any order, investigation or hearing by any regulatory authority or by the Oklahoma income tax agency, the Internal Revenue Service, the Justice Department of the United States or any public or private consumer protection or other agency, committee or organization that adversely affects the Business or the Assets; (j) the landlord under the Lease will have approved the assignment of the Lease to the Buyer or entered into a new lease with the Buyer; (k) the Lease will have a minimum remaining term of ten (10) years after the Closing Date (including options), with the initial monthly rental payments not to exceed $3,500.00 on terms satisfactory to the Buyer; and (l) the Pharmacy Purchase Agreement of even date herewith between the Buyer and Newt’s Discount Pharmacy, Inc. (the “NDP Agreement”) has not been terminated and will close on the Closing Date.

The Buyer’s Conditions Precedent. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (subject to applicable law) at or prior to the Closing Date of each of the following conditions: (a) no preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the transactions contemplated by this Agreement; (b) no action will have been commenced or threatened against the Seller, the Buyer or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or challenge the transactions contemplated by this Agreement; (c) all key employees which the Buyer elects to retain pursuant to the terms of the pharmacists and pharmacy technicians employed by the Seller at the Business as paragraph 7.5 of March 1, 2008this Agreement, will continue to be employed at have entered into an employment arrangement with the Business immediately prior Buyer on terms satisfactory to the Time of TransferBuyer; (d) all representations and warranties of the Seller contained herein will be true and correct in all material respects on and as of the Closing Date; (e) in all material respects, the Seller will have performed or satisfied on and as of the Closing Date, all obligations, covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Seller; (f) except for the Licenses (as defined in the Transition Agreement), the Buyer will have received all licenses, permits, consents, approvals, authorizations, qualifications, orders and waivers of governmental authorities and third parties which: (i) are required for the Buyer to continue the Business after the Closing Date, or (ii) if not obtained would adversely affect the Business, the Assets or the properties or liabilities of the Buyer after the Closing Date; (g) there is no material adverse change, nor any event which would result in any material adverse change, so far as can reasonably be foreseen by the Buyer, in the Business or in the results of operations; (gh) the Business will not have incurred any material loss on or prior to the Closing Date, whether or not covered by insurance; (hi) the Buyer will have completed preacquisition due diligence of all aspects of the Seller, the Business and the Assets and the Buyer will be satisfied with the results of such due diligence; (j) all actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been initiated, completed, obtained or drafted to the reasonable satisfaction of Buyer’s counsel, and the Seller will have delivered such additional certificates and other documents as the Buyer reasonably requests including, without limitation, such certificates of the Seller dated the Closing Date evidencing compliance with the conditions set forth in this paragraph 98; (ik) the Buyer will have received approval from the Buyer’s managers to complete the acquisition of the Business and the Assets; (l) the Seller will not be the subject of any order, investigation or hearing by any regulatory authority or by the Oklahoma Illinois income tax agency, the Internal Revenue Service, the Justice Department of the United States or any public or private consumer protection or other agency, committee or organization that adversely affects the Business or the Assetsorganization; and (j) the landlord under the Lease will have approved the assignment of the Lease to the Buyer or entered into a new lease with the Buyer; (km) the Lease will have a minimum remaining term of ten (10) years after the Closing Date (including options), with the initial monthly rental payments not to exceed $3,500.00 and be on terms satisfactory to the Buyer; and (l) the Pharmacy Purchase Agreement of even date herewith between the Buyer and Newt’s Discount Pharmacy, Inc. (the “NDP Agreement”) has not been terminated and will close on the Closing Date.

The Buyer’s Conditions Precedent. If any of the following conditions are not waived by the Buyer or satisfied on or before the Closing Date, the Buyer may terminate this Agreement and receive a refund of the Xxxxxxx Money. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (subject to applicable law) at or prior to the Closing Date of each of the following conditions: (a) no preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the transactions contemplated by this Agreement; (b) no action will have been commenced or threatened against the SellerSellers, the Buyer or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or challenge the transactions contemplated by this Agreement; (c) all key employees which the Buyer elects to retain pursuant to the terms of paragraph 7.4 of this Agreement and who the pharmacists and pharmacy technicians employed Buyer agrees to compensate at substantially the same level as currently compensated by the Seller at the Business as of March 1, 2008Sellers, will continue to be employed at have entered into an employment arrangement with the Business immediately prior Buyer on terms satisfactory to the Time of TransferBuyer; (d) all representations and warranties of the Seller Sellers and the Shareholders contained herein will be true and correct in all material respects on and as of the Closing Date; (e) in all material respects, the Seller Sellers and the Shareholders will have performed or satisfied on and as of the Closing Date, all obligations, covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Sellersuch Sellers and Shareholders; (f) there f)there is no Pharmacy Purchase Agreement Parkway Drugs material adverse change, nor any event which would result in any material adverse change, so far as can reasonably be foreseen by the Buyerforeseen, in the Business or in the results of operationsoperations of the Business taken as a whole; (g) the Business will not have incurred any material loss on or prior to the Closing DateDate that adversely affects the operations of the Business, whether or not covered by insurance; (h) all actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been initiated, completed, obtained or drafted to the reasonable satisfaction of Buyer’s counsel, and the Seller Sellers and the Shareholders will have delivered such additional certificates and other documents as the Buyer reasonably requests including, without limitation, such certificates of the Seller Sellers and Shareholders dated the Closing Date evidencing compliance with the conditions set forth in this paragraph 98; (i) the Seller Sellers will not be the subject of any order, investigation or hearing by any regulatory authority or by the Oklahoma Illinois income tax agency, the Internal Revenue Service, the Justice Department of the United States or any public or private consumer protection or other agency, committee or organization that adversely affects the Business or the Assetsorganization; (j) the landlord all landlords under the Lease Leases will have approved the assignment of the Lease Leases to the Buyer or entered into a new lease leases with the Buyer on terms reasonably satisfactory to the Buyer; (k) , including, without limitation, that the Lease Leases will have a minimum remaining term of ten (10) years after the Closing Date (including options), with the initial monthly rental payments not to exceed $3,500.00 on terms satisfactory to the Buyer; and (l) the Pharmacy Purchase Agreement of even date herewith between the Buyer and Newt’s Discount Pharmacy, Inc. (the “NDP Agreement”) has not been terminated and will close on the Closing Date.

The Buyer’s Conditions Precedent. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (subject to applicable law) at or prior to the Closing Date of each of the following conditions: (a) no preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the transactions contemplated by this Agreement; (b) no action will have been commenced or threatened against the Seller, the Buyer or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or challenge the transactions contemplated by this Agreement; (c) all of the pharmacists and pharmacy technicians employed by the Seller at the Business as of March 1, 2008, will continue to be employed at the Business immediately prior to the Time of Transfer; (d) all representations and warranties of the Seller contained herein will be true and correct in all material respects on and as of the Closing Date; (e) in all material respects, the Seller will have performed or satisfied on and as of the Closing Date, all obligations, covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Seller; (f) there is no material adverse change, nor any event which would result in any material adverse change, so far as can reasonably be foreseen by the Buyer, in the Business or in the results of operations; (g) the Business will not have incurred any material loss on or prior to the Closing Date, whether or not covered by insurance; (h) all actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been initiated, completed, obtained or drafted to the reasonable satisfaction of Buyer’s counsel, and the Seller will have delivered such additional certificates and other documents as the Buyer reasonably requests including, without limitation, such certificates of the Seller dated the Closing Date evidencing compliance with the conditions set forth in this paragraph 9; (i) the Seller will not be the subject of any order, investigation or hearing by any regulatory authority or by the Oklahoma income tax agency, the Internal Revenue Service, the Justice Department of the United States or any public or private consumer protection or other agency, committee or organization that adversely affects the Business or the Assets; (j) the landlord under the Lease will have approved the assignment of the Lease to the Buyer or entered into a new lease with the Buyer; (k) the Lease will have a minimum remaining term of ten (10) years after the Closing Date (including options), with the initial monthly rental payments not to exceed $3,500.00 on terms satisfactory to the Buyer; and (l) the Pharmacy Purchase Agreement of even date herewith between the Buyer and Newt’s Discount PharmacyXxxxxxxxxxx Drugs, Inc. (the “NDP PDP Agreement”) has not been terminated and will close on the Closing Date.