Common use of Additional Conditions to the Obligations of Purchaser Clause in Contracts

Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the transactions contemplated by this Agreement are also subject to the fulfillment at or prior to the Closing of the following conditions, unless such conditions are waived in writing by Purchaser: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date of Closing; (b) the representations and warranties of Seller set forth in this Agreement shall be true and correct on the date of this Agreement and on the date of Closing; (c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby; (d) Seller and Resources shall have executed and delivered the Management and Incentive Fee Waiver Agreement in substantially the form attached hereto as Exhibit A; (e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015; (f) Resources, the Shares, and RHR’s assets, shall have been, or will be effective as of the time of Closing, released from any and all Liens, indebtedness, obligations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5); (g) All employees of Resources shall have been, or will be effective as of the time of Closing, terminated or transferred to the payroll of Seller or another entity other than Resources; (h) Purchaser shall have received such other documents and instruments as may reasonably be required by Purchaser to consummate the transactions contemplated by this Agreement; and (i) Purchaser shall have completed, and in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilities.

Additional Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to effect consummate the purchase of the Company Shares from each Seller and the Special Fiduciary and Trustee and the other transactions contemplated by this Agreement are also which occur at the Closing pursuant to Article II is subject to the fulfillment at satisfaction or prior to the Closing waiver of each of the following further conditions, unless such conditions are waived in writing by Purchaser: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date Each of Closing; (b) the representations and warranties of each Seller set forth contained in this Agreement shall be true true, complete and correct on in all material respects (other than representations and warranties subject to “materiality” or “Material Adverse Effect” limitations or exceptions, which shall be true, complete and correct in all respects) both as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be true, complete and correct as of such certain date), except where the failure of such representations and warranties to be true and correct, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the date Business of Closing;the Company, and Purchaser shall have received a certificate from each Seller to such effect. (b) Each Seller and the Special Fiduciary and Trustee shall have performed or complied in all material respects with all covenants and agreements required by this Agreement, to be performed or complied with by it, on or prior to the Closing Date and Purchaser shall have received a certificate from each Seller and the Special Fiduciary and Trustee, to such effect. (c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby;Certificates, duly endorsed (or accompanied by duly executed stock powers). (d) Seller and Resources There shall have executed been no Material Adverse Effect on the Business or on the Assets and delivered Properties or the Management Liabilities of the Company, and Incentive Fee Waiver Agreement no event shall have occurred which would reasonably be expected to result in substantially a Material Adverse Effect on the form attached hereto as Exhibit A;Business since January 1, 2008. (e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015; (f) Resources, the Shares, All consents and RHR’s assets, shall have been, or will be effective as waivers of the time of Closing, released from any third parties and all Liens, indebtedness, obligations novations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5); (g) All employees of Resources shall have been, or will be effective as of the time of Closing, terminated or transferred amendments to the payroll of Seller or another entity other than Resources; (h) Purchaser shall have received such other documents and instruments as may reasonably be Contracts required by Purchaser to consummate in connection with the transactions contemplated by this Agreement; andAgreement shall have been obtained. (if) Purchaser shall have completed, and in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilitiesIntentionally Omitted.

Additional Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to effect consummate the purchase of the Purchased Assets from Seller and the other transactions contemplated by this Agreement which occur at the Closing pursuant to Article II are also subject to the fulfillment at satisfaction or prior to the Closing waiver of each of the following further conditions, unless such conditions are waived in writing by Purchaser: (a) Each of the representations and warranties of Seller contained in this Agreement, the Ancillary Agreements and the annexes, schedules and exhibits hereto and thereto shall be true and correct in all material respects (other than representations and warranties subject to materiality limitations, which shall be true and correct in all respects) both as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties which address matters only as of a specified other date, which shall be true and correct as of such specified other date). (b) Seller shall have performed or complied, complied in all material respectsrespects with all covenants and agreements required by this Agreement, with each obligationthe annexes, agreement schedules and covenant exhibits to this Agreement to be performed and or complied with by it or them hereunder at on or prior to the date Closing Date and Purchaser shall have received a certificate of Closing; (b) the representations chief executive officer and warranties chief financial officer of Seller set forth in this Agreement shall be true and correct on the date of this Agreement and on the date of Closing;to such effect. (c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby;a legal opinion from Wilson Sonsini Goodrich & Rosati, PC, outside legal counsel to Seller, xx xxxxxxxxxxxxx xxx xorm xx Xxhibit C hereto. (d) All consents and waivers of third parties and novations and amendments to Contracts required in connection with the transactions contemplated hereby shall have been obtained, including the Kestrel Agreement. (e) Seller and Resources shall have assigned all of its rights under the IBM Agreement to Purchaser pursuant to an assignment agreement, in substantially the form of Exhibit D hereto. (f) Each of the Transferred Employees shall have executed and delivered to Purchaser Purchaser's customary forms of non-competition agreement, proprietary inventions agreement and non-solicitation agreement. At least ninety percent (90%) of the Management Transferred Employees shall have accepted offers of employment with Purchaser and Incentive Fee Waiver Agreement shall have become employees of Purchaser at Closing and one hundred percent (100%) of the persons listed on Schedule 7.03(f) shall have accepted offers of employment with Purchaser, become employees of Purchaser at Closing and shall have signed and delivered to Purchaser employment agreements in substantially the form attached hereto as of Exhibit A; (e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015; (f) Resources, the Shares, and RHR’s assets, shall have been, or will be effective as of the time of Closing, released from any and all Liens, indebtedness, obligations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5);E hereto. (g) All employees of Resources shall have been, or will be effective as As of the time of ClosingClosing Date, terminated or transferred to the payroll of Seller or another entity other than Resources; (h) Purchaser shall have received from Seller the following documents: (i) a true and complete copy of the Certificate of Incorporation of Seller and all amendments thereto certified by the state of incorporation of Seller; (ii) a true and complete copy of the Bylaws of Seller certified by the Secretary of Seller; (iii) a true and complete copy of the resolutions, certified by the Secretary of Seller, adopted on behalf of Seller authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements to which Seller is a party and all transactions contemplated hereby and thereby; (iv) a certificate from the Secretary of Seller that its Certificate of Incorporation has not been amended since the date of the certificate described in subsection (i) above; (v) a certificate from Seller's Secretary as to the incumbency and signatures of Seller's officers who will execute documents at the Closing or who have executed this Agreement; and (vi) such other documents and instruments as Purchaser may reasonably be required by Purchaser to consummate the transactions contemplated by this Agreement; and (i) Purchaser shall have completed, and in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilitiesrequest.

Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the transactions contemplated by this Agreement are also Closing shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, unless such conditions are waived in writing by Purchaser: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date of Closing; (b) the representations and warranties of Seller set forth the Selling Stockholders in this Agreement shall be true and correct correct, in each case, on and as of the date of this Agreement hereof and on the Closing Date as if made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (b) the Selling Stockholders shall have performed or complied with in all material respects all of their obligations hereunder required to be performed or complied with by each Selling Stockholder at or prior to the Closing; (c) Purchaser shall have received true a certificate signed by an authorized Person of each Selling Stockholder certifying as to the matters set forth in Sections 4.2(a) and complete copies 4.2(b); (i) all conditions to the consummation of the articles Rights Offering (other than any condition of incorporation and by-laws the Rights Offering relating to the consummation of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby; (d) Seller and Resources shall have executed been satisfied and delivered Purchaser shall have received at least $37,284,134.00 in aggregate net proceeds from the Management Rights Offering (the “Rights Offering Proceeds”) and Incentive Fee Waiver Agreement (ii) Purchaser shall have the necessary funds, together with the Rights Offering Proceeds, to pay in substantially full the form attached hereto as Exhibit APurchase Price; (e) Resources Purchaser shall not have suffered or incurred any Material Adverse Effect since December 31received a cash dividend in the amount of $2,750,000 from Central de Compras Coleccionables, 2015S.L. (“CDC”), a wholly owned subsidiary of Purchaser (the “CDC Dividend”); (f) Resources, the Shares, and RHR’s assets, Selling Stockholders shall have been, or will be effective as delivered to Purchaser an opinion of counsel to the time of Closing, released from any and all Liens, indebtedness, obligations and liabilities under Selling Stockholders reasonably acceptable to Purchaser covering the AgCredit Agreement (as defined on Schedule 4.5)opinions set forth in Exhibit B hereto; (g) All employees each of Resources Xxxxxxx Xxxxxx and Xxxxxx Xxxxx shall have been, or will be tendered his resignation as a director of Purchaser effective as of the time of Closing, terminated or transferred to the payroll of Seller or another entity other than ResourcesClosing Date; (h) Purchaser each of Xxxxxxx Xxxxxx and Xxxxxx Xxxxx shall have received such other documents and instruments tendered his resignation as may reasonably be required a liquidator of CDC effective within 1 Business Day after the Selling Stockholders are notified by Purchaser to consummate that the transactions contemplated by this AgreementSEC has declared the Registration Statement effective; and (i) Purchaser shall not have completed, and in its sole discretion be satisfied with notice of an adverse claim on the results Securities within the meaning of its due diligence investigation Section 8-105 of Resources, including but not limited to an absence of liabilitiesthe UCC.

Additional Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to effect consummate the purchase of the Company Shares from each Seller and the other transactions contemplated by this Agreement are also which occur at the Closing pursuant to ARTICLE II is subject to the fulfillment at satisfaction or prior to the Closing waiver of each of the following further conditions, unless such conditions are waived in writing by Purchaser: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date Each of Closing; (b) the representations and warranties of each Seller set forth and the Company contained in this Agreement shall be true true, complete and correct on in all material respects (other than representations and warranties subject to "materiality" or "Material Adverse Effect" limitations or exceptions, which shall be true, complete and correct in all respects) both as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be true, complete and correct as of such certain date), except where the failure of such representations and warranties to be true and correct, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the date business of Closing;the Company, and Purchaser shall have received a certificate from each Seller and the Company, to such effect. (b) Each Seller and the Company shall have performed or complied in all material respects with all covenants and agreements required by this Agreement, to be performed or complied with by it, on or prior to the Closing Date and Purchaser shall have received a certificate from each Seller and the Company, to such effect. (c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources a legal opinion from Xxxxx X'Xxxxxxx LLP, outside legal counsel to Sellers and the resolutions Company, in substantially the form of Resources’ directors approving this Agreement and the transactions contemplated hereby;EXHIBIT F hereto. (d) Seller and Resources There shall have executed and delivered the Management and Incentive Fee Waiver Agreement in substantially the form attached hereto as Exhibit A; (e) Resources shall not have suffered or incurred any been no Material Adverse Effect since December 31, 2015; (f) Resources, on the Sharesbusiness of the Company or a Material Adverse Effect on the Assets and Properties or the Liabilities of the Company, and RHR’s assets, no event shall have been, or will occurred which would reasonably be effective as expected to result in a Material Adverse Effect on the business of the time of ClosingCompany, released from any and all Liens, indebtedness, obligations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5); (g) All employees of Resources shall have been, or will be effective as of the time of Closing, terminated or transferred to the payroll of Seller or another entity other than Resources; (h) Purchaser shall have received such other documents and instruments as may reasonably be required by Purchaser to consummate the transactions contemplated by this Agreement; and (i) Purchaser shall have completed, and in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilities.since January 1,

Additional Conditions to the Obligations of Purchaser. The Subject to the limitations in Section 7.4, the obligations of Purchaser to effect consummate the transactions Closing shall be subject to: (a) Seller having delivered to Purchaser, on or prior to January 24, 2017, the DK Group Audited Financial Statements, the DK Group Interim Financial Statements and an unqualified audit opinion on the DK Group Audited Financial Statements by the Auditing Firm, all in accordance with Section 6.6; provided, however, that for the avoidance of doubt, the inclusion of any explanatory language in the Auditing Firm’s audit opinion as contemplated by this Agreement are also subject paragraph 11 of the PCAOB’s AS (Auditing Standard) 3101, Reports on Audited Financial Statements, shall not cause such opinion to be a qualified audit opinion; (b) the fulfillment satisfaction (or waiver in writing by Purchaser) at or prior to the Closing of the following conditions, unless such conditions are waived in writing by Purchaser: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date of Closing; (b) condition that the representations and warranties of Seller set forth in this Agreement shall be true and correct on as of the date of this Agreement and on as of the Closing Date, with the same effect as though made as of the Closing Date (provided, however, that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), in each case, in all respects except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; provided, however, that notwithstanding the preceding provisions of this Section 7.2(b), the Fundamental Representations of Seller shall be true and correct in all respects as of the date of Closing;this Agreement and as of the Closing Date, except for de minimis inaccuracies in such Fundamental Representations; and (c) Purchaser Seller shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby; (d) Seller and Resources shall have executed and delivered the Management and Incentive Fee Waiver Agreement in substantially the form attached hereto as Exhibit A; (e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015; (f) Resources, the Sharesbe prepared to deliver, and RHR’s assets, shall have been, deliver at or will be effective as of the time of prior to Closing, released from any and all Liens, indebtedness, obligations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5); (g) All employees of Resources shall have been, or will be effective as of the time of Closing, terminated or transferred to the payroll of Seller or another entity other than Resources; (h) Purchaser shall have received such other documents and instruments as may reasonably other closing deliverables required to be required by Purchaser to consummate the transactions contemplated by this Agreement; and (i) Purchaser shall have completeddelivered by, and in its sole discretion shall take all actions required to be satisfied with the results of its due diligence investigation of Resourcestaken by, including but not limited Seller pursuant to an absence of liabilitiesSection 2.1(c).

Additional Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to effect purchase the transactions contemplated by this Agreement are also LLC Interest at the Closing shall be subject to the fulfillment satisfaction of the following conditions (in addition to the condition specified in Article 5.1 hereof) at or prior to the Closing of the following conditions, unless such conditions are waived in writing by PurchaserClosing: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date of Closing; (b) the representations and warranties of Seller set forth contained in Article 3 of this Agreement shall be true and correct on in all material respects, as of the date of this Agreement and on as of the date Closing Date; (b) Purchaser shall have received copies of Closingall Transaction Documents duly executed by each of the parties thereto (other than Purchaser); (c) Purchaser Seller shall have received true performed and complete copies of complied in all material respects with all agreements and covenants required to be performed by it hereunder at or prior to the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated herebyClosing; (d) Seller and Resources shall have executed delivered to Purchaser a certified copy of the resolutions of its board of directors, authorizing this Agreement and delivered the Management other Transaction Documents and Incentive Fee Waiver the transactions contemplated hereby and thereby, which resolutions shall not have been amended, modified, superseded or revoked together with an incumbency certificate of Seller as to the persons authorized to execute and deliver this Agreement in substantially and each other Transaction Document to which Seller is or will be a party, including the form attached hereto as Exhibit Asignatures of each such person; (e) Resources Seller shall not have suffered or incurred any Material Adverse Effect since December 31, 2015delivered to Purchaser the Operating Agreement and the Certificate of Formation of Company; (f) Resources, the Shares, and RHR’s assets, Seller shall have beendelivered a membership transfer power, or will be effective as in a form reasonably satisfactory to Purchaser evidencing transfer of the time of Closing, released from any and all Liens, indebtedness, obligations and liabilities under Membership Certificate representing the AgCredit Agreement (as defined on Schedule 4.5)LLC Interest to Purchaser; (g) All employees of Resources the Credit Agreement Amendment shall have been, or will be effective as of been duly executed and delivered by NordLB and the time of Closing, terminated or transferred to the payroll of Seller or another entity other than ResourcesSecurity Trustee; (h) Purchaser shall have received completed a satisfactory due diligence review of the Company, each Trust, each Lease and Lease Documents, the Existing Credit Agreement and the other Existing Loan Documents and related documents; (i) Seller shall have tendered, effective as of the Closing, its resignation as manager of the Company; (j) there shall have been no Event of Loss with respect to an Aircraft or material damage to such other documents Aircraft for which the likely cost of repair would exceed [two million United States Dollars ($2,000,000); (k) Purchaser shall be satisfied that no Taxes will arise or be payable by it on the completion of and instruments as may reasonably be required by Purchaser to consummate a result of the transactions contemplated by this AgreementAgreement as at Closing; and (il) Purchaser shall have completedreceived evidence that Purchaser and any Purchaser Additional Insureds are named as additional insureds in the liability insurance maintained pursuant to each Lease. Any condition specified in this Article 5.3 may be waived by Purchaser; provided, and that no such waiver shall be effective unless it is set forth in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilitiesa writing executed by Purchaser.

Additional Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to effect consummate the transactions contemplated by this Agreement are also purchase of the Properties from Seller is subject to the fulfillment at satisfaction or prior to the Closing waiver of each of the following further conditions, unless such conditions are waived in writing by Purchaser: (a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date Each of Closing; (b) the representations and warranties of MOP and each Seller set forth contained in this Agreement shall be true and correct on the date of this Agreement and on the date of Closing; (c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby; (d) Seller and Resources shall have executed and delivered the Management and Incentive Fee Waiver Agreement in substantially the form attached hereto as Exhibit A; (e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015; (f) Resources, the Shares, and RHR’s assets, shall have been, or will be effective all material respects both as of the time of Closing, released from any Effective Date and all Liens, indebtedness, obligations at and liabilities under the AgCredit Agreement (as defined on Schedule 4.5); (g) All employees of Resources shall have been, or will be effective as of the time Closing Date as if made at and as of the Closing, terminated except where the failure of such representations and warranties to be true and correct without regard to any materiality qualification contained therein, would not, either individually or transferred to in the payroll of Seller or another entity other than Resources; (h) Purchaser shall have received such other documents and instruments as may aggregate, reasonably be required by Purchaser expected to materially adversely affect MOP's or such Seller's ability to consummate the transactions contemplated by this Agreement; and (i) Agreement or to perform its obligations hereunder, and Purchaser shall have completedreceived a certificate of an Authorized Officer of MOP and each Seller, acting in such capacity to such effect. (b) MOP and each Seller shall have performed or complied in all material respects with all covenants and agreements required by this Agreement, and delivered all documents to be delivered by MOP and each Seller at Closing pursuant to this Agreement. (c) The Title Company shall be willing to deliver at Closing an Owners Title Insurance Policy with Standard exceptions deleted, subject only to Permitted Encumbrances. (d) Seller acknowledges that Purchaser is required under Rule 3-14 of Regulation S-X to obtain certified audits for the calendar year 2003 (the "Audits") relating to the Properties. If, after exercising its reasonable best efforts, Purchaser is unable to obtain the Audits on or before March 31, 2004 at 5:00 p.m., then Purchaser shall be entitled to terminate this Agreement, by giving written notice of the same to Seller on or before March 31, 2004, at 5:00 p.m., at which time Purchaser shall be entitled to a return of $13,000,000.00 of the Deposit, plus interest thereon, and the remainder, plus interest thereon, shall be payable to Seller as a fee for the termination of this Agreement (the "Termination Fee"). The Termination Fee shall be Seller's sole and exclusive remedy for Purchaser's termination of this Agreement under this Section and, upon Purchaser's receipt of the remainder of the Deposit and Seller's receipt of the Termination Fee, neither party shall have any further liability to the other under this Agreement. (e) All conditions precedent expressly set forth in its sole discretion be this Agreement as a condition to Purchaser's obligations to proceed to Closing have been satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilitiesin all material respects.