Common use of Additional Conditions to Seller’s Obligations Clause in Contracts

Additional Conditions to Seller’s Obligations. The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and any extension thereof shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.

Additional Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by SellerSellers, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer Buyers set forth in this Agreement shall be true and correct in all material respects (it being understood that that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date)) except for failures that would not be reasonably expected to materially and adversely affect the ability of Buyers to perform their obligations under this Agreement (other than the first two sentences of Section 4.1 and all of Section 4.2, for which this exclusion shall not apply) and Seller Sellers shall have received a certificate of an executive officer of each Buyer, dated the Closing Date, to such effect. (b) Buyer Buyers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date, and Seller Sellers shall have received a certificate of an executive officer of each Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under All Third Person Consents and all Authorizations specified in Section 4.3(a) and Section 4.3(b) of the HSR Act and any extension thereof Disclosure Schedules, the lack of which would reasonably be expected to have a Material Adverse Effect, shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assetsbeen obtained. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.

Additional Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by SellerICO in its sole discretion, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer set forth Parties contained in this Agreement shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date date of this Agreement and as of the Closing Date as though made again on and as of the Closing Date Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth in this Section 8.02 (except that, in each case, a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties that speak as of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only Material Adverse Effect on such date), and the Seller shall have received a certificate of an executive officer of Buyer, dated Companies after the Closing Date, to such effectClosing. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and Seller (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers shall have received a certificate of an executive officer the Chief Executive Officer and Chief Financial Officer or general partner of Buyereach Buyer Party, dated as of the Closing Date, to certifying that such effectBuyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c). (cf) The applicable waiting period under the HSR Act and No Action by any extension thereof Court, Governmental Authority or other Person shall have terminated been instituted or expired, and neither threatened which questions the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose validity or legality of the Transferred Assetstransactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummated. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.

Additional Conditions to Seller’s Obligations. The In addition to the conditions set forth in Section 11.1, Seller's obligations of Seller to effect sell the transactions contemplated hereby Common Shares and the Super Common Shares to CAS and the ESOT Purchaser, respectively, shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each All of the representations and warranties of Buyer set forth in this Agreement made by the ESOT Purchaser, Management Purchasers, and CAS herein shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date with the same force and effect as though if such representations and warranties had been made on and as of the Closing Date (Date, except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date)expressly contemplated herein, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, certificates to such effecteffect signed by the Trustee on behalf of the ESOT Purchaser and signed by Stephen W. Vincent, as Chief Execxxxxx Xxxxxxx xx CAS and on behalf of the Management Purchasers, each of whom hereby appoints Mr. Vincent to act as his or her rexxxxxxxxxxxe for such purpose. (b) Buyer The ESOT Purchasers, CAS, and Management Purchaser shall have performed or complied in all material respects with all agreements and covenants obligations required by this Agreement to be performed or complied with by it them under this Agreement on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, certificates to such effecteffect signed by the Trustee on behalf of the ESOT Purchaser and signed by Stephen W. Vincent, as Chief Execxxxxx Xxxxxxx xx CAS and on behalf of the Management Purchasers, each of whom hereby appoints Mr. Vincent to act as his or her rexxxxxxxxxxxe for such purpose. (c) The applicable waiting period under the HSR Act and any extension thereof CAS shall have terminated or expired, executed and neither delivered the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose EMCON Notes and Assignment of the Transferred AssetsStock Pledge Agreement. (d) Buyer CAS shall have duly executed and delivered each the MSA. (e) CAS shall have executed and delivered the Lease Agreement and the Sublease. (f) Seller shall have received a legal opinion from Alan Engstrom, counsel to CAS, in xxxxxxxxxxxxx the form of Exhibit 11.3(f) attached hereto. (g) Seller shall have received a legal opinion from McDermott, Will & Emery, counsel xx xxx ESOT, in xxxxtantially the Other Agreements simultaneously form of Exhibit 11.3(g) attached hereto. (h) The CAS Officer's Certificate shall be executed and delivered to Seller. (i) Seller shall have received a letter from Houlihan, Lokey, Howard, and Zukin ("Houlihan") staxxxx xn substance thxx, xx xts opinion, the approach taken by Williamette Management Associates, Inc. with respect to the Closingevaluation of CAS, and its conclusion regarding the purchase price paid by the ESOT Purchaser for the Super Common Shares are reasonable based on the information reviewed by Houlihan in connection with its engxxxxxxx by Seller. (j) All other agreements or documents required to be executed or delivered by CAS, the ESOT Purchaser, or Management Purchaser shall have been executed and delivered by them as contemplated hereby.

Additional Conditions to Seller’s Obligations. The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer set forth and Valero contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all except for any failure of the same to be true and correct that would not reasonably be expected to have a material respects (it being understood that for purposes adverse effect with respect to Buyer or Valero or the ability of determining the accuracy of such representations and warrantiesBuyer or Valero to perform its obligations under this Agreement, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date date of this Agreement and as of the Closing Date as though made again on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date)Date, and Seller shall have received a certificate of an executive officer of BuyerBuyer and Valero, dated the Closing Date, to such effect. (b) Buyer and Valero shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of BuyerBuyer and Valero, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and any extension thereof shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets. (d) Buyer shall have duly executed and delivered each make the deliveries required of the Other Agreements simultaneously with the ClosingBuyer under Section 3.2.

Additional Conditions to Seller’s Obligations. The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer set forth contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects (it being understood except for any failure of the same to be true and correct that for purposes of determining the accuracy of such representations and warranties, all “Buyer would not reasonably be expected to have a Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) Effect with respect to Buyer or the ability of Buyer to perform its obligations under this Agreement, as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date)Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and any extension thereof Restructuring shall have terminated been completed; provided that if the Restructuring is not completed on or expiredbefore March 12, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose 2004, then completion of the Transferred AssetsRestructuring shall not be a condition to Seller's obligations to effect the transactions contemplated by this Agreement. (d) Buyer The Guarantee, dated as of October 23, 2003 of El Paso guaranteeing the obligations of CARC under a letter of credit facility provided by BNP Paribas to purchase crude oil shall have duly executed been released and delivered each the Liens securing CARC's obligations under such letter of credit facility shall have been released. (e) For purposes of determining whether failure of the Other Agreements simultaneously with representations and warranties of Buyer to be true and correct (as described in the Closingfirst sentence of Section 8.2(a)) would be material and adverse under clauses (i), (ii), or (iii) of the last sentence of the definition of "Material Adverse Effect," the parties agree that a Material Adverse Effect will be deemed to have occurred for purposes of Section 8.2(a) if it has caused, will cause, or may reasonably be expected to cause any Loss in excess of $20 million.

Additional Conditions to Seller’s Obligations. The obligations Obligations of Seller to effect affect the transactions contemplated hereby Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the The representations and warranties of Buyer set forth made in this Agreement Section 5.1 (Organization and Qualification) and Section 5.2 (Authority; Enforceability) shall be true complete and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations when made and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date on and as of the Closing Date Date, as though made on and as of the Closing Date (except thatfor representations and warranties that speak only as of a specific date or time, which need be so complete and correct only as of such date or time). The other representations and warranties of Buyer made in each caseArticle V shall, when read without any qualification as to “materiality” or “material adverse effect” or another similar qualifier shall be complete and correct in all respects when made and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specified specific date shall have been true or time, which need be so complete and correct (only as of such date or true time) except where the failure to be so complete and correct correct, individually and in all the aggregate, has not had and is not reasonably likely to have a material respects, as appropriate) only adverse effect on such date)the ability of Buyer to consummate the Contemplated Transactions or to perform its Obligations under this Agreement, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.; (b) Buyer shall have performed or complied in all material respects with all agreements and covenants Obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and any extension thereof shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.;

Additional Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the transactions contemplated hereby Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (ai) Each each of the Buyer Fundamental Representations, and each of the representations and warranties of Buyer set forth in this Agreement that is qualified by the words “Buyer Material Adverse Effect,” shall be true and correct in all material respects as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date; and (it being understood that for purposes ii) each of determining the accuracy of such representations and warranties, all warranties of Buyer (other than the Buyer Fundamental Representations) that is not qualified by the words “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) true and correct in all respects as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (it being understood that any materiality or similar limitations or qualifications set forth in such representations and warranties or defined terms used therein, including the words “material,” “materially” and “in all material respects,” shall not be considered or given any effect for purposes of determining if there is an inaccuracy or breach thereof), except thatwhere any failures of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to be materially adverse to the business, assets or financial condition of Buyer; provided that in each casecase of clauses (i) and (ii) above, representations and warranties that speak as of a specified date (other than the term “current” or “currently”) shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements each agreement and covenants covenant required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller . (c) Buyer shall have received delivered to Seller each of the documents, instruments and consents specified in Section 3.2(b) (excluding Section 3.2(b)(x)). (d) Buyer’s delivery at Closing of (i) a certificate of an executive officer of Buyer, dated the Closing Date, to such effectthe effect that the conditions in Section 8.2(a) and Section 8.2(b) have been satisfied. (c) The applicable waiting period under the HSR Act and any extension thereof shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.

Additional Conditions to Seller’s Obligations. The obligations Obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the The representations and warranties of Buyer set forth made in this Agreement Section 5.1 (Organization and Qualification) and Section 5.2 (Authority; Enforceability) shall be true complete and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations when made and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date on and as of the Closing Date Date, as though made on and as of the Closing Date (except thatfor representations and warranties that speak only as of a specific date or time, which need be so complete and correct only as of such date or time). The other representations and warranties of Buyer made in each caseArticle V shall, when read without any qualification as to “materiality” or “material adverse effect” or another similar qualifier shall be complete and correct in all respects when made and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specified specific date shall have been true or time, which need be so complete and correct (only as of such date or true time) except where the failure to be so complete and correct correct, individually and in all the aggregate, has not had and is not reasonably likely to have a material respects, as appropriate) only adverse effect on such date)the ability of Buyer to consummate the transactions contemplated by this Agreement or to perform its Obligations under this Agreement, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.; (b) Buyer shall have performed or complied in all material respects with all agreements and covenants Obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.; (c) The applicable waiting period under All Third Person Consents and all Authorizations specified in Section 8.2(c) of the HSR Act and any extension thereof Disclosure Schedules shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets.been obtained; (d) Since the Execution Date, there must not have been any event or series of events which has had or would reasonably be expected to have a Material Adverse Effect; and (e) Buyer shall have duly executed provided to Seller reasonable confirmation (which shall include an unaudited balance sheet and delivered each bank statements of Buyer) that the Other Agreements simultaneously with Adjusted Net Worth of Buyer immediately prior to the ClosingClosing shall equal or exceed an amount equal to One Hundred Fifty Million Dollars ($150,000,000).

Additional Conditions to Seller’s Obligations. The obligations obligation of Seller to effect sell the transactions contemplated hereby shall be Assets is subject to the satisfaction satisfaction, at or prior to the Closing Closing, of the following conditions, any or all conditions set out below. The benefit of which these conditions is for Seller only and may be waived in writing by Seller, Seller at any time in whole or in part, to the extent permitted by applicable Law:its sole discretion. (a) Each of the The representations and warranties of Buyer set forth made in this Agreement or any Transaction Document shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date date when made and as of the Closing Date Date, as though made on and as of the Closing Date (except that, in each case, representations and warranties at that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effecttime. (b) Buyer shall have performed or performed, satisfied and complied in all material respects with all covenants, agreements and covenants conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effectAgreement. (c) The applicable waiting period under the HSR Act and any extension thereof Buyer shall have terminated or expired, and neither made the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assetsdeliveries described in Section 1.6. (d) Buyer shall have duly obtained the Buyer Required Consents. (e) Buyer shall have reached a new arrangement (to the full satisfaction of Seller) with all banks which provided Buyer with financing, and which, for the avoidance of doubt, does not include any personal guarantee of Seller (or any of its shareholders) for Buyer's financing. (f) Buyer shall have entered into Shamir’s SPA and Rimon’s SPA, and such agreements have been executed and delivered each of by the Other Agreements simultaneously with other parties thereto. (g) A Shareholders’ Agreement between the ClosingPurchasers under the Share Purchase Agreement and Mivtach Shamir shall have been duly executed.

Additional Conditions to Seller’s Obligations. The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (it being understood that that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), ) except for failures that would not be reasonably expected to materially and adversely affect the ability of Buyer to perform its obligations under this Agreement and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under All Third Person Consents and all Authorizations specified in Section 3.3(b) of the HSR Act and any extension thereof Disclosure Schedules, the lack of which would reasonably be expected to have a Material Adverse Effect, shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assetsbeen obtained. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.

Additional Conditions to Seller’s Obligations. The obligations obligation of Seller to effect sell the transactions contemplated hereby shall be Assets is subject to the satisfaction satisfaction, at or prior to the Closing Closing, of the following conditions, any or all conditions set out below. The benefit of which these conditions is for Seller only and may be waived in writing by Seller, Seller at any time in whole or in part, to the extent permitted by applicable Law:its sole discretion. (a) Each of the The representations and warranties of Buyer set forth made in this Agreement or any Transaction Document shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date date when made and as of the Closing Date Date, as though made on and as of the Closing Date (except that, in each case, representations and warranties at that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effecttime. (b) Buyer shall have performed or performed, satisfied and complied in all material respects with all covenants, agreements and covenants conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effectAgreement. (c) The applicable waiting period under the HSR Act and any extension thereof Buyer shall have terminated or expired, and neither made the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assetsdeliveries described in Section 1.6. (d) Buyer shall have duly obtained the Buyer Required Consents. (e) Buyer shall have reached a new arrangement (to the full satisfaction of Seller) with all banks which provided Buyer with financing, and which, for the avoidance of doubt, does not include any personal guarantee of Seller (or any of its shareholders) for Buyer’s financing. (f) Buyer shall have entered into Shamir’s SPA and Rimon’s SPA, and such agreements have been executed and delivered each of by the Other Agreements simultaneously with other parties thereto. (g) A Shareholders’ Agreement between the ClosingPurchasers under the Share Purchase Agreement and Mivtach Shamir shall have been duly executed.

Additional Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by SellerSellers, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (it being understood that that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date)) except for failures that would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, and Seller Sellers shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller Sellers shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and any extension thereof shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets. (d) Buyer shall have duly executed and delivered each of the Other Agreements simultaneously with the Closing.

Additional Conditions to Seller’s Obligations. The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Applicable Law: (a) Each of the representations and warranties of Buyer set forth contained in this Agreement shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warrantiescorrect, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date date of this Agreement and as of the Closing Date as though made again on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), and Date. Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it Buyer on or prior to the Closing Date, and Closing. Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and No action, suit, proceeding, arbitration or investigation shall be pending or threatened in writing against any extension thereof shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose member of the Transferred AssetsBusiness Group that is based on or arises out of the transactions contemplated by this Agreement by: (i) any Governmental Authority, regardless of the validity of the claim; or (ii) any third Person who claims damages that are Material and for which claim there is a reasonable legal and factual basis. (d) Buyer Seller shall have duly executed received certified copies of (i) all organizational documents of Buyer and delivered each (ii) resolutions of the Other Agreements simultaneously board of directors of Buyer authorizing it to enter into this Agreement. Notwithstanding the failure of any one or more of the foregoing conditions, Seller may proceed with the ClosingClosing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver.

Additional Conditions to Seller’s Obligations. The obligations Obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the The representations and warranties of Buyer set forth made in this Agreement Section 5.1 (Organization and Qualification) and Section 5.2 (Authority; Enforceability) shall be true complete and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations when made and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date on and as of the Closing Date Date, as though made on and as of the Closing Date (except thatfor representations and warranties that speak only as of a specific date or time, which need be so complete and correct only as of such date or time). The other representations and warranties of Buyer made in each caseArticle V shall, when read without any qualification as to "materiality" or "material adverse effect" or another similar qualifier shall be complete and correct in all respects when made and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specified specific date shall have been true or time, which need be so complete and correct (only as of such date or true time) except where the failure to be so complete and correct correct, individually and in all the aggregate, has not had and is not reasonably likely to have a material respects, as appropriate) only adverse effect on such date)the ability of Buyer to consummate the transactions contemplated by this Agreement or to perform its Obligations under this Agreement, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.; (b) Buyer shall have performed or complied in all material respects with all agreements and covenants Obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect.; (c) The applicable waiting period under All Third Person Consents and all Authorizations specified in Section 8.2(c) of the HSR Act and any extension thereof Disclosure Schedules shall have terminated or expired, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Transferred Assets.been obtained; (d) Since the Execution Date, there must not have been any event or series of events which has had or would reasonably be expected to have a Material Adverse Effect; and (e) Buyer shall have duly executed provided to Seller reasonable confirmation (which shall include an unaudited balance sheet and delivered each bank statements of Buyer) that the Other Agreements simultaneously with Adjusted Net Worth of Buyer immediately prior to the ClosingClosing shall equal or exceed an amount equal to One Hundred Fifty Million Dollars ($150,000,000).

Additional Conditions to Seller’s Obligations. The obligations of Seller to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Buyer set forth contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects (it being understood except for any failure of the same to be true and correct that for purposes of determining the accuracy of such representations and warranties, all “Buyer would not reasonably be expected to have a Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) Effect with respect to Buyer or the ability of Buyer to perform its obligations under this Agreement, as of the Execution Date and as of the Closing Date as though made again on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date)Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The applicable waiting period under the HSR Act and any extension thereof Restructuring shall have terminated been completed; provided that if the Restructuring is not completed on or expiredbefore March 12, and neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose 2004, then completion of the Transferred AssetsRestructuring shall not be a condition to Seller's obligations to effect the transactions contemplated by this Agreement. (d) Buyer shall have duly executed and delivered each For purposes of determining whether failure of the Other Agreements simultaneously with representations and warranties of Buyer to be true and correct (as described in the Closingfirst sentence of Section 8.2(a)) would be material and adverse under clauses (i), (ii), or (iii) of the last sentence of the definition of "Material Adverse Effect," the parties agree that a Material Adverse Effect will be deemed to have occurred for purposes of Section 8.2(a) if it has caused, will cause, or may reasonably be expected to cause any Loss in excess of $20 million.