Common use of Buyer Closing Conditions Clause in Contracts

Buyer Closing Conditions. The following (the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured as of the Closing Date and the Title Company is irrevocably committed to issue the Title Policy; (c) Seller’s representations and warranties set forth in Article 10 shall be true and correct in all material respects as if made on the Closing Date, provided that there shall be no failure of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in (a) through (d) shall not have been satisfied on or before the Closing Date, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with Closing, or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date, in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7.

Buyer Closing Conditions. The following (obligations of Buyer to consummate the “Closing Conditions”) transactions contemplated herein shall be conditions precedent subject to Buyer’s obligation the fulfillment, at or prior to close the transactionClosing, of each of the following conditions: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured as Other than the Fundamental Representations of Seller, the Closing Date and the Title Company is irrevocably committed to issue the Title Policy; (c) Seller’s representations and warranties set forth of Seller contained in Article 10 this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as if of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Seller shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. Exhibit 2.1 (c) Since the date of this Agreement, provided that there shall be no failure of this condition where not have occurred any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Datechange, circumstance or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this sectioneffect that, such matters shall not be deemed material to the transaction as a whole where they are, individually or in the aggregate, reasonably estimated to result in has had a loss, liability or expense to Buyer of $1,000,000 or less; andMaterial Adverse Effect. (d) Seller has materially performed shall have delivered to Buyer all its obligations and covenantsthe items specified to be delivered in Section 2.05. (e) There shall not be in effect on the Closing Date any Law or Governmental Order restraining or enjoining the carrying out of this Agreement or the consummation of the transactions contemplated by this Agreement. (f) The consents, approvals, waivers, and made all required deliveries, under this Agreement. If any notices set forth on Section 8.01(f) of the Closing Conditions listed in (a) through (d) Disclosure Schedule shall not have been satisfied on or before obtained in form and substance reasonably acceptable to Buyer (the Closing Date, then Buyer “Required Consents”). (g) Seller shall have delivered to Buyer true and complete copies of all payoff letters in form and substance reasonably satisfactory to Buyer, evidencing the right release of all Encumbrances other than Permitted Liens upon payment of the Indebtedness of the Business and Cytori UK. (h) All approvals, consents, waivers, amendments, and Permits that are listed on Section 8.01(h) of the Disclosure Schedule shall have been received in form and substance reasonably acceptable to either Buyer. (i) waive such Closing Condition(s) The Termination of the Affiliate Contracts shall have been consummated in form and proceed with Closing, or (ii) elect substance reasonably acceptable to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date, in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7Buyer.

Buyer Closing Conditions. The following (obligation of Buyer to pay for the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close Note, the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured Warrants and the Judgment as of provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Title Company is irrevocably committed to issue the Title Policy;Warrants (in such denominations and registered in such names as Buyer shall request). (cii) Seller’s The representations and warranties set forth in Article 10 of Seller shall be true and correct in all material respects as if made on the Closing Date(except for those representations and warranties that are qualified by materiality, provided that there which shall be no failure true and correct in all respects) as of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date date when made and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in Date as though made at that time (a) through (d) except for representations and warranties that speak as of a specific date, which shall not have been satisfied on or before the Closing Datebe true and correct as of such specified date), then Buyer and Seller shall have performed, satisfied and complied in all material respects with the right covenants, agreements and conditions required by this Agreement to either (i) waive such Closing Condition(s) and proceed be performed, satisfied or complied with Closing, by Seller at or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminateBorrower is a debtor, In re Earth Biofuels, Inc., No. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 707-10928 (CSS).

Buyer Closing Conditions. The following (obligation of Buyer to pay for the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close Purchased Note and the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured Purchased Warrants as of provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Purchased Note and the Title Company is irrevocably committed to issue the Title Policy;Purchased Warrants (in such denominations and registered in such names as Buyer shall request). (cii) Seller’s The representations and warranties set forth in Article 10 of Seller shall be true and correct in all material respects as if made on the Closing Date(except for those representations and warranties that are qualified by materiality, provided that there which shall be no failure true and correct in all respects) as of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date date when made and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in Date as though made at that time (a) through (d) except for representations and warranties that speak as of a specific date, which shall not have been satisfied on or before the Closing Datebe true and correct as of such specified date), then Buyer and Seller shall have performed, satisfied and complied in all material respects with the right covenants, agreements and conditions required by this Agreement to either (i) waive such Closing Condition(s) and proceed be performed, satisfied or complied with Closing, by Seller at or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached hereto as EXHIBIT C (the "RELEASE") executed by Seller in favor of the Borrower. (vi) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminateBorrower is a debtor, In re Earth Biofuels, Inc., No. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 707-10928 (CSS).

Buyer Closing Conditions. The following (the “Closing Conditions”) shall be are conditions precedent to Buyer’s obligation to close purchase the transaction:Transbay Parcel F Property at Closing (collectively, “Buyer Closing Conditions”): (a) This Agreement the TJPA Board shall not have terminated pursuant authorized the TJPA Executive Director to its termsexecute this Agreement; (b) Any Title Objections which Seller is obligated to cure the TJPA shall have been cured as deposited the Good Faith Deposit with the Escrow (c) there being no material adverse change in the Condition of the Transbay Parcel F Property from that which existed on August 26, 2015; (d) there being no title encumbrances on the Transbay Parcel F Property other than the Accepted Conditions of Title; (e) the TJPA shall have delivered or caused to be delivered to the Escrow Agent the TJPA Closing Date Documents (as defined in Section 5.5), including, but not limited to, the Reconveyance of Deed of Trust, the Cancellation of Option Over Parcel F, the Release of MTC Quitclaim Agreement for 568 Xxxxxx, the Release of SFCTA Quitclaim Agreement for Natoma, and the Release of SFCTA Quitclaim Agreement for Xxxxxx; (f) Escrow Agent shall be prepared to record at Closing, among other things, the Quitclaim Deed, Reconveyance of Deed of Trust, the Train Box Easement, the Reservation Agreement, the Pedestrian Bridge Easement, and the Bus Ramp Easement; (g) Title Company is irrevocably committed shall be prepared to issue the Title Policy;Policy to Buyer at (ch) Sellerall of the TJPA’s representations and warranties set forth in Article 10 Section 11.1 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of Closing; and (i) there shall not be an Event of Default by the TJPA (as defined in Section 10.3) after any applicable cure periods have expired. The Buyer Closing Conditions are solely for the benefit of Buyer; provided, if made on a Buyer Closing Condition cannot be fulfilled because Buyer frustrated such fulfillment by some affirmative act or negligent omission, then the TJPA may terminate this Agreement by delivery of written notice of termination to Seller, which shall be effective 10 days following the TJPA’s delivery, and upon such termination, the TJPA shall have the right to the Good Faith Deposit as liquidated damages as set forth in Section 2.4 above. If, by the Closing Date, provided that there any of the Buyer Closing Conditions is not satisfied (for any reason other than Buyer fault, as set forth above), Buyer shall be no failure of this condition where any matters that cause Seller’s representation have the right in its sole discretion either to be incorrect were disclosed waive in writing to the Buyer prior to Closing Condition in question and proceed with the Effective Date, or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they aresale or, in the aggregatealternative, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under terminate this Agreement. If If, by the Closing Date, Buyer shall not have waived in writing any of the Buyer Closing Conditions listed in (a) through (d) shall not have been satisfied on and the failure of the Buyer Closing Condition is due to some act or before omission of the Closing DateTJPA, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with Closing, or (ii) elect to not proceed with Closing terminate this Agreement by giving written notice to Seller the TJPA, the TJPA shall return the Good Faith Deposit to Buyer, and the TJPA and Buyer will have no further rights or obligations hereunder, except as otherwise provided herein. Without limiting the other obligations of such election prior to the TJPA regarding Closing Dateas expressly provided in this Agreement, in which case the Closing Price shall be immediately returned to Buyer TJPA and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7cooperate in good faith to do all acts as may be reasonably required by each of them to cause the fulfillment of any Buyer Closing Conditions, but without assuming any new liability not contemplated by this Agreement.

Buyer Closing Conditions. The following respective obligations of Buyer hereunder in connection with the Closing are subject to the satisfaction (or Xxxxx’s waiver of one or more at the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close sole discretion) of the transactionfollowing conditions: (a) This Agreement shall not have terminated pursuant delivery to its termsBuyer of an assignment of the Transferred Sponsor SPAC Securities; (b) Any Title Objections the delivery by Sellers of the termination of respective indemnity agreements and resignations of all of the directors of the SPAC, other than the director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (the “Schedule 14F Change in Control Date”); (c) the delivery by Xxxxxxx of resignations of all of the officers of the SPAC, effective as of the Closing; (d) The director nominees designated by the Buyer (the “Initial Board Designees”), which Seller is obligated to cure shall not constitute a majority of the SPAC’s Board of Directors, shall have been cured elected to the SPAC’s Board of Directors, effective as of the Closing, and individuals to be named by the Buyer (collectively, the “Management Designees”), designated by Buyer as the Chief Executive Officer, Chief Financial Officer and Executive Vice President, respectively, of the SPAC, shall have been elected as officers of the SPAC, effective as of the Closing; (e) the remainder of the director nominees designated by the Buyer (the “Schedule 14F Director Designees”), shall have been elected to the SPAC’s Board of Directors, effective as of the Schedule 14F Change in Control Date; (f) Resolutions duly adopted by the Board of Directors of the SPAC, (i) authorizing the execution, delivery, and performance of this Agreement and the sale of the Transferred Sponsor SPAC Securities contemplated herein; (ii) accepting the resignation of an agreed selection of incumbent officers and directors of the SPAC; (iii) fixing the number of directors of the entire Board of Directors of the Company; and (iv) electing the Initial Board Designees as members of the Board of Directors effective as of the Closing and electing the Schedule 14F Director Designees as of the Schedule 14F Change in Control Date. (g) Termination of the Administrative Support Agreement, any Consulting Agreement, other than the Loan & Transfer Agreement dated January 24, 2023 and subsequently the Subscription Agreement dated September 7, 2023 with Polar as mentioned in Clause 7.3; (h) Good standing certificate of each of SPAC, Sponsor and Seller (and any relevant entities with ownership of the SPAC) as of a recent date acceptable to the Buyer; (i) Certified true copies or original of Corporate record of SPAC and the Sponsor, including bylaws, formation documents, operating agreement, board resolutions, shareholder resolutions, material agreements entered into by SPAC and the Sellers (including the option grants to the directors and all confidentiality agreements and letters of intent or other similar agreements with any potential targets (if any)); (j) Full access to the SPAC’s and the Sponsor’s respective bank account(s), trust accounts, and any other accounts being transferred and assigned to Buyer and/or its designees; (k) delivery of a duly executed certificate (“Bringdown Certificate”) by an executive officer of each of the Sellers and the SPAC, confirming and certifying that (i) each of the representations and warranties of Sellers contained in this Agreement, including the schedules and Exhibits hereto, or in any other documents delivered by Sellers to Buyer in connection with the Closing were true, complete and correct as of the date hereof and are true, complete and correct as of the Closing Date and the Title Company is irrevocably committed to issue the Title Policy(ii) Sellers have complied with and performed in all respects all of their covenants and obligations contained in this Agreement; (cl) Seller’s representations Execution and warranties set forth delivery of release and satisfaction agreements with each party to whom the SPAC has any outstanding payment obligations (including any deferred or contingent payment obligations), in Article 10 shall be true form and correct substance satisfactory to the Buyer, in all material respects as if made on its sole discretion (the Closing Date“Release and Satisfaction Agreements”), provided that there shall be no failure of this condition where any matters that cause Seller’s representation including with each party listed in Exhibit 3. The aggregate fees to be incorrect were disclosed paid in writing to Buyer prior cash for any tax liabilities and pursuant to the Effective DateRelease and Satisfaction Agreements shall not exceed $1,150,000; (m) Xxxxxx agrees to take down, or arose after handover access and control, of the Effective Date website of the SPAC; (n) Xxxxxx agrees to execute and are not material deliver to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to Buyer an irrevocable proxy granting the transaction as a whole where they are, in Buyer the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in (a) through (d) shall not have been satisfied on or before the Closing Date, then Buyer shall have the exclusive right to either (i) waive such Closing Condition(s) and proceed exercise all voting rights associated with Closing, or (ii) elect to not proceed with Closing by giving written notice to Seller the LLC’s ownership of such election any Sponsor SPAC Securities prior to the Closing of a Business Combination; (o) The Operating Agreement (as defined below) shall be amended such that the Operating Agreement may not be amended without the approval of the Appointed Member and that the Appointed Member may not be removed by the members of the Sponsor prior to the later of (i) the Closing of the Business Combination and (ii) the completion of the transfer of the Escrowed Shares as directed by the Buyer (“Final Date”). The Appointed Member shall have the sole and exclusive power to make any and all decisions in any manner related to or in any way affecting directly or indirectly the Escrowed Shares, the SPAC or the Business Combination. The Appointed Member's Rights shall remain in effect until the Final Date. Within five (5) business days of the Final Date, in which case the Closing Price Appointed Member shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to resign as a default on Member of the part of Seller, Buyer shall also have its rights under Article 7Sponsor.

Buyer Closing Conditions. The following (the “Closing Conditions”) shall be are conditions precedent to Buyer’s obligation to close purchase the transaction:Transbay Parcel F Property at Closing (collectively, “Buyer Closing Conditions”): (a) This Agreement the TJPA Board shall not have terminated pursuant authorized the TJPA Executive Director to its termsexecute this Agreement; (b) Any Title Objections which Seller is obligated to cure the TJPA shall have been cured as deposited the Good Faith Deposit with the Escrow (c) there being no material adverse change in the Condition of the Transbay Parcel F Property from that which existed on August 26, 2015; (d) there being no title encumbrances on the Transbay Parcel F Property other than the Accepted Conditions of Title; (e) the TJPA shall have delivered or caused to be delivered to the Escrow Agent the TJPA Closing Date Documents (as defined in Section 5.5), including, but not limited to, the Reconveyance of Deed of Trust, the Cancellation of Option Over Parcel F, the Release of MTC Quitclaim Agreement for 568 Xxxxxx, the Release of SFCTA Quitclaim Agreement for 77-79 Natoma, the Release of SFCTA Quitclaim Agreement for 564 Xxxxxx, and the Release of SFCTA Quitclaim Agreement for 568 Xxxxxx; (f) Escrow Agent shall be prepared to record at Closing, among other things, the Quitclaim Deed, Reconveyance of Deed of Trust, the Train Box Easement, the Reservation Agreement, the Pedestrian Bridge Easement, and the Bus Ramp Easement; (g) Title Company is irrevocably committed shall be prepared to issue the Title Policy;Policy to Buyer at (ch) Sellerall of the TJPA’s representations and warranties set forth in Article 10 Section 11.1 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of Closing; and (i) there shall not be an Event of Default by the TJPA (as defined in Section 10.3) after any applicable cure periods have expired. The Buyer Closing Conditions are solely for the benefit of Buyer; provided, if made on a Buyer Closing Condition cannot be fulfilled because Buyer frustrated such fulfillment by some affirmative act or negligent omission, then the TJPA may terminate this Agreement by delivery of written notice of termination to Seller, which shall be effective 10 days following the TJPA’s delivery, and upon such termination, the TJPA shall have the right to the Good Faith Deposit as liquidated damages as set forth in Section 2.4 above. If, by the Closing Date, provided that there any of the Buyer Closing Conditions is not satisfied (for any reason other than Buyer fault, as set forth above), Buyer shall be no failure of this condition where any matters that cause Seller’s representation have the right in its sole discretion either to be incorrect were disclosed waive in writing to the Buyer prior to Closing Condition in question and proceed with the Effective Date, or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they aresale or, in the aggregatealternative, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under terminate this Agreement. If If, by the Closing Date, Buyer shall not have waived in writing any of the Buyer Closing Conditions listed in (a) through (d) shall not have been satisfied on and the failure of the Buyer Closing Condition is due to some act or before omission of the Closing DateTJPA, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with Closing, or (ii) elect to not proceed with Closing terminate this Agreement by giving written notice to Seller the TJPA, the TJPA shall return the Good Faith Deposit to Buyer, and the TJPA and Buyer will have no further rights or obligations hereunder, except as otherwise provided herein. Without limiting the other obligations of such election prior to the TJPA regarding Closing Dateas expressly provided in this Agreement, in which case the Closing Price shall be immediately returned to Buyer TJPA and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7cooperate in good faith to do all acts as may be reasonably required by each of them to cause the fulfillment of any Buyer Closing Conditions, but without assuming any new liability not contemplated by this Agreement.

Buyer Closing Conditions. The following (obligation of Buyer to pay for the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close Note and the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured Warrants as of provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Title Company is irrevocably committed to issue the Title Policy;Warrants (in such denominations and registered in such names as Buyer shall request). (cii) Seller’s The representations and warranties set forth in Article 10 of Seller shall be true and correct in all material respects as if made on the Closing Date(except for those representations and warranties that are qualified by materiality, provided that there which shall be no failure true and correct in all respects) as of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date date when made and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in Date as though made at that time (a) through (d) except for representations and warranties that speak as of a specific date, which shall not have been satisfied on or before the Closing Datebe true and correct as of such specified date), then Buyer and Seller shall have performed, satisfied and complied in all material respects with the right covenants, agreements and conditions required by this Agreement to either (i) waive such Closing Condition(s) and proceed be performed, satisfied or complied with Closing, by Seller at or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminateBorrower is a debtor, In re Earth Biofuels, Inc., No. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 707-10928 (CSS).

Buyer Closing Conditions. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following (conditions on or prior to the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close the transactionDate: (a) This Buyer shall have delivered to Seller the following closing deliverables, in form and substance satisfactory to the Seller: (i) a fully executed Xxxx of Sale duly executed by Buyer; (ii) a fully executed Intellectual Property Assignment duly executed by Buyer; (iii) the Purchase Price, payable in accordance with Section 1.03; (iv) a fully executed certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder; and (C) the articles of incorporation and bylaws of Buyer; and (v) Seller shall not have terminated pursuant received or obtained evidence reasonably satisfactory to Seller from the Buyer of the termination of the Outstanding PLY Debt Obligations and of the termination and release of all Liens on the Seller and its termsassets (including the termination of any UCC financing statements) associated with the Outstanding PLY Debt Obligations; (vi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement. (b) Any Title Objections which Seller is obligated The representations and warranties in Article IV hereof that are subject to cure have been cured materiality qualifications shall be true and correct in all respects at and as of the Closing Date and the Title Company is irrevocably committed to issue the Title Policy; (c) Seller’s representations and warranties set forth contained in Article 10 IV hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as if of the Closing, in each case as though then made and as though the Closing Date was substituted for the Effective Date throughout such representations and warranties (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it hereunder prior to the Closing; (c) Seller shall have received or obtained the Seller Shareholders’ Approval; (d) Buyer shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, or imposed upon Buyer by Law, that are required to be performed or complied with by Buyer on or before the Closing; (e) No Proceeding shall be pending or threatened before any Governmental Entity wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; (f) Buyer shall have delivered to Seller (i) a certificate signed by an authorized officer of the Buyer dated the date of the Closing, stating that the conditions specified in Sections 2.03(b) and (d) have been satisfied as of the Closing; (ii) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iii) a good standing certificate for the Buyer from its jurisdiction of organization and each jurisdiction in which the Buyer is qualified to do business as a foreign entity, in each case dated within fifteen (15) days of the Closing Date, provided that there shall be no failure of this condition where any matters that cause Seller’s representation ; and (iv) such other documents or instruments as are required to be incorrect were disclosed in writing delivered by Buyer at the Closing pursuant to Buyer the terms hereof or that Seller reasonably requests prior to the Effective Date, Closing Date to effect the transactions contemplated hereby; and (g) No Law or arose order shall have been enacted or entered into after the Effective Date and are not material that would prevent the consummation of the transactions contemplated hereby. Any condition specified in this Section 2.03 may be waived by Seller, or the time for the performance thereof may be extended by Seller, if such waiver is set forth in a writing duly executed by Seller; provided, however, that the failure of Seller to the transaction as a whole. For purposes assert any of this section, such matters its rights shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer waiver of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenantsany rights, and made all required deliveries, under this Agreement. If a waiver or extension as to any of the Closing Conditions listed in (a) through (d) particular condition shall not have been satisfied on be deemed a waiver or before the Closing Date, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with Closing, or (ii) elect to not proceed with Closing by giving written notice to Seller extension of such election prior to the Closing Date, in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7any other condition.

Buyer Closing Conditions. The following (obligations of Buyer to consummate the “Closing Conditions”) transactions contemplated herein shall be conditions precedent subject to Buyer’s obligation the fulfillment, at or prior to close the transactionClosing, of each of the following conditions: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured as Other than the Fundamental Representations of Seller, the Closing Date and the Title Company is irrevocably committed to issue the Title Policy; (c) Seller’s representations and warranties set forth of Seller contained in Article 10 this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as if of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Seller shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement, provided that there shall be no failure of this condition where not have occurred any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Datechange, circumstance or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this sectioneffect that, such matters shall not be deemed material to the transaction as a whole where they are, individually or in the aggregate, reasonably estimated to result in has had a loss, liability or expense to Buyer of $1,000,000 or less; andMaterial Adverse Effect. (d) Seller has materially performed shall have delivered to Buyer all its obligations and covenantsthe items specified to be delivered in Section 2.05. (e) There shall not be in effect on the Closing Date any Law or Governmental Order restraining or enjoining the carrying out of this Agreement or the consummation of the transactions contemplated by this Agreement. (f) The consents, approvals, waivers, and made all required deliveries, under this Agreement. If any notices set forth on Section 8.01(f) of the Closing Conditions listed in (a) through (d) Disclosure Schedule shall not have been satisfied on or before obtained in form and substance reasonably acceptable to Buyer (the Closing Date, then Buyer “Required Consents”). (g) Seller shall have delivered to Buyer true and complete copies of all payoff letters in form and substance reasonably satisfactory to Buyer, evidencing the right release of all Encumbrances other than Permitted Liens upon payment of the Indebtedness of the Business and Cytori UK. (h) All approvals, consents, waivers, amendments, and Permits that are listed on Section 8.01(h) of the Disclosure Schedule shall have been received in form and substance reasonably acceptable to either Buyer. (i) waive such Closing Condition(s) The Termination of the Affiliate Contracts shall have been consummated in form and proceed with Closing, or (ii) elect substance reasonably acceptable to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date, in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7Buyer.

Buyer Closing Conditions. The following (the “Closing Conditions”) shall be conditions each constitute a condition precedent to Buyer’s 's obligation to close consummate the transactionClosing hereunder: (ai) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured as all of the Closing Date and the Title Company is irrevocably committed to issue the Title Policy; (c) Seller’s 's representations and warranties set forth contained in Article 10 or made pursuant to this Agreement shall be true and correct in all material respects as if made on of the Closing Date, provided that ; (ii) there shall be no failure material breach of Seller's covenants and obligations set forth in this condition where any matters that cause Seller’s representation Agreement; (iii) Seller shall have delivered the items described in Section 9.3 to Buyer or to Escrow Holder; (iv) the Title Company shall be unconditionally committed to issue the Title Policy (subject only to the payment of the premium, satisfaction of all requirements set forth in the Title Commitment, delivery by Buyer to the Title Company of all documents and instruments requested by the Title Company from Buyer and payment of all other amounts specified in this Agreement to be incorrect were disclosed paid by Buyer) showing no exceptions other than the Permitted Exceptions; (v) Subject to Section 10.1, the Property shall be in writing to Buyer prior to substantially the same condition as it existed on the Effective Date, or arose after subject to ordinary wear and tear and the Effective Date and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or lessUnited Therapeutics Buildout; and (dvi) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in (a) through (d) There shall not have been satisfied on any material adverse change with respect to the financial condition or before operations of the Seller. It is understood and agreed that Buyer may waive any such condition precedent in Buyer's sole and absolute discretion; and Buyer’s failing to terminate this Agreement prior to the Closing Dateshall be deemed to constitute Buyer’s waiver of such conditions precedents; provided, however, nothing set forth herein shall constitute a waiver of Buyer's post-Closing remedies for any Changed Condition of which Buyer did not have actual knowledge (within the meaning of Section 6.3) prior to the Closing. In the event any such condition is not timely satisfied (except in the event that such condition precedent was not satisfied because of a default by Buyer under this Agreement) or waived by Buyer, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with Closing, or (ii) elect to not proceed with Closing terminate this Agreement by giving written notice to Seller of such election prior to the Closing Dateand Escrow Holder, in which case the Closing Price event, Buyer shall be immediately returned entitled to Buyer the immediate return of the Deposit and this Agreement shall terminate. In additionall interest accrued thereon; provided, if such Closing Condition has however, that, to the extent, any of the condition precedents set forth in sub-sections (i), (ii), (iii), (v) and (vi), is not been satisfied due to a default on the part of Sellersatisfied, Buyer shall also have receive a reimbursement of its rights under Article 7Transaction Costs. Seller hereby covenants that it shall exercise reasonable and diligent efforts to cause the conditions set forth in this Section 9.2(c) to be fully satisfied by the Closing Date.

Buyer Closing Conditions. The Buyer’s obligations under this Agreement are contingent upon satisfaction or waiver of the following (collectively, the “Buyer Closing Conditions”): (i) Buyer shall have received the Approvals required for the Intended Use, and the Approvals shall be conditions precedent final and unappealable. (ii) Buyer shall have received all licenses and approvals from all applicable governmental authorities which are required to permit Buyer to develop the Property for the Intended Use, including, without limitation, approval of Buyer’s site plan and preliminary and final subdivision plats, and such approvals shall be final and unappealable. (iii) Buyer shall have received all approvals and consents with respect to Buyer’s obligation plans and specifications, site plan and related materials and information which are required pursuant to close the transaction:provisions of any declaration or restrictions affecting the Property. (aiv) This Agreement No lawsuit, appeal or other action shall not have terminated pursuant been filed by any party, directly or indirectly, involving the Property, including without limitation, any such lawsuit, appeal or other action for the purpose of challenging, contesting or seeking to its terms;prohibit, restrain, enjoin or delay any change in zoning or restrictive covenants required to permit development of the Property for the Intended Use in accordance with Buyer’s plans. (bv) Any Title Objections There shall exist no moratorium or other action or directive by any governmental authority which Seller is obligated to cure have been cured as would prohibit, restrain, enjoin or delay Purchaser from construction, or delay Buyer in connection with the development of the Closing Date and Property for the Title Company is irrevocably committed to issue the Title Policy;Intended Use in accordance with Buyer’s plans. (cvi) All of Seller’s representations and warranties set forth in Article 10 shall be true and correct in all material respects as if made on the Closing Date, provided that there and Seller shall have performed all of Seller’s material obligations under this Agreement. (vii) There shall be no failure material and adverse change in the condition of this condition where any the Property arising after the expiration of the Inspection Period and not caused by Buyer, and no material and adverse defect or encumbrance affecting the title to the Property except those matters that cause Seller’s representation accepted in writing by Buyer during the Inspection Period, those matters constituting Permitted Encumbrances and those matters to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) satisfied by Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in (a) through (d) shall not have been satisfied on or before the Closing Date, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with at Closing, or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date, in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7.

Buyer Closing Conditions. The following (obligation of Buyer to pay for the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close Note, the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured Warrants, the Confession of Judgment, the Judgment and the Judgment Liens as of provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and the Title Company is irrevocably committed to issue the Title Policy;may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (ci) Seller’s On the Closing Date, Buyer shall have received from Borrower the original Note and Seller shall have delivered to Buyer certificates representing the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties set forth in Article 10 of Seller shall be true and correct in all material respects as if made on the Closing Date(except for those representations and warranties that are qualified by materiality, provided that there which shall be no failure true and correct in all respects) as of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date date when made and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in Date as though made at that time (a) through (d) except for representations and warranties that speak as of a specific date, which shall not have been satisfied on or before the Closing Datebe true and correct as of such specified date), then Buyer and Seller shall have performed, satisfied and complied in all material respects with the right covenants, agreements and conditions required by this Agreement to either (i) waive such Closing Condition(s) and proceed be performed, satisfied or complied with Closing, by Seller at or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT C and completed UCC-1 assignment forms duly executed by Seller for each jurisdiction in which case the Closing Price Judgment Liens have been filed. (vi) An order of the United States Bankruptcy Court for the District of Delaware shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not have been satisfied due to a default entered on the part of Sellerdocket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, Buyer shall also have its rights under Article 7In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The following (obligation of Buyer to pay for the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close Note and the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured Warrants as of provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING Conditions"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Title Company is irrevocably committed to issue the Title Policy;Warrants (in such denominations and registered in such names as Buyer shall request). (cii) Seller’s The representations and warranties set forth in Article 10 of Seller shall be true and correct in all material respects as if made on the Closing Date(except for those representations and warranties that are qualified by materiality, provided that there which shall be no failure true and correct in all respects) as of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date date when made and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in Date as though made at that time (a) through (d) except for representations and warranties that speak as of a specific date, which shall not have been satisfied on or before the Closing Datebe true and correct as of such specified date), then Buyer and Seller shall have performed, satisfied and complied in all material respects with the right covenants, agreements and conditions required by this Agreement to either (i) waive such Closing Condition(s) and proceed be performed, satisfied or complied with Closing, by Seller at or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached hereto as EXHIBIT C (the "RELEASE") executed by Seller in favor of Borrower. (vi) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminateBorrower is a debtor, In re Earth Biofuels, Inc., No. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 707-10928 (CSS).