Common use of Buyer’s Conditions to Close Clause in Contracts

Buyer’s Conditions to Close. The Closing and all obligations of Buyer pursuant to this Agreement are conditioned on the following: (a) all representations and warranties contained in Section 5 are true as of the Closing Date; (b) there has not been any material change in the Assets (either individually or in the aggregate) from the date of Buyer's execution of this Agreement through the Closing Date (other than (i) changes resulting in an adjustment to the Purchase Price pursuant to Section 2.2 hereof and (ii) changes in the Seller’s inventory which do not result in a change in the value of such inventory); (c) Seller has performed all of its obligations under this Agreement required to be performed as of the Closing Date including but not limited to delivery of all agreements and other documents set forth in Section 7.3; (d) Seller obtains all necessary third party consents with respect to the transfer of the Assets including the consent of Snap-on; (e) Seller has signed the Assignment of Revolving Accounts; and (f) Seller and Snap-on have entered into the Consent to Transfer Agreement. In the event that any of the foregoing conditions is not satisfied, then Buyer may, at its option, terminate this Agreement by notice to Seller in which event Buyer will be relieved of all obligations hereunder and this Agreement will be deemed null, void and of no force or effect, but if Buyer concludes the Closing, Buyer will not be relieved of its obligations hereunder.

Buyer’s Conditions to Close. The Closing and all obligations of Buyer pursuant to under this Agreement are conditioned on subject to the followingsatisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of any such conditions may be waived by Buyer: (a) all The representations and warranties of Seller contained in Section 5 are Article III shall be true as of the Closing Dateand correct in all respects; (b) there has not been any Seller shall have performed and complied with all the covenants and agreements in all material change respects, including the delivery of the documents specified in Section 7.1, and satisfied all the Assets (either individually conditions applicable to Seller required by this Agreement, the Escrow Agreement and the Voting Agreement to be performed or in the aggregate) from the date of Buyer's execution of this Agreement through the Closing Date (other than (i) changes resulting in an adjustment complied with or satisfied by it at or prior to the Purchase Price pursuant to Section 2.2 hereof and (ii) changes in the Seller’s inventory which do not result in a change in the value of such inventory)Closing; (c) Seller has performed all The applicable waiting periods under the HSR Act shall have expired, and there shall be in effect no preliminary or permanent injunction or other order of its obligations under this Agreement required to a court or governmental or regulatory agency of competent jurisdiction directing that the transactions contemplated herein, or any of them, not be performed as of the Closing Date including but not limited to delivery of all agreements and other documents set forth in Section 7.3consummated; (d) Seller obtains all necessary third party consents Since the date of this Agreement, there shall not have occurred any Material Adverse Change or a material adverse change with respect to the transfer of the Assets including the consent of Snap-onSeller; (e) Seller has signed The Phase II Study (as defined in Section 8.5(a)) shall have been completed, Buyer shall have received a true and complete copy of the Assignment written report prepared by the consultants regarding the Phase II Study and Buyer shall be satisfied that the reasonably likely aggregate Environmental Damages (as defined in Section 8.5 hereof) shall not exceed $2 million; PROVIDED, HOWEVER, that this condition shall expire ten (10) business days after receipt by Buyer of Revolving Accounts; andany such report on the Phase II Study; (f) Seller shall have provided Buyer evidence satisfactory to Buyer that Seller and Snap-on the Company shall have obtained the consents and approvals listed in schedules 3.3 and 3.4; (g) The Escrow Agreement shall have been duly executed by Seller and the Escrow Agent; (h) Seller shall have entered into a transitional services agreement with the Consent Company, in form and substance reasonably satisfactory to Transfer Agreement. In Buyer, to provide to the event that any Company and Sub administrative services of the foregoing conditions is not satisfied, then Buyer maysame nature and scope as presently provided, at its optionno cost to the Company or Sub, terminate this for a period of six (6) months from and after the Closing Date; and (i) This Agreement and the transactions contemplated herein shall have been adopted and approved by notice to the holders of more than 50% of the shares of common stock of Seller in which event Buyer will be relieved accordance with applicable law and the provisions of all obligations hereunder Seller's certificate of incorporation and this Agreement will be deemed null, void and of no force or effect, but if Buyer concludes the Closing, Buyer will not be relieved of its obligations hereunderby-laws.