Common use of Buyer’s Conditions Clause in Contracts

Buyer’s Conditions. The obligation of Buyer to consummate the transaction provided for herein is subject to the fulfillment of, or to the Buyer’s written waiver or extension or modification thereof, of each of the following conditions to Closing: (a) All representations and warranties of Seller shall be true, correct, and complete as of the Closing Date. (b) Seller shall have performed all of its obligations hereunder that are required to be performed as of the Closing Date. (c) Buyer shall have received all consents, approvals, certifications and licenses as may be necessary to own the Interests and to operate the Business. (d) Buyer shall be satisfied that there has been no Material Adverse Change to the Business or any of the Company’s assets or the Company’s liabilities. (e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The obligation of the Buyer to consummate purchase and accept delivery of the transaction provided for herein Aircraft from the Seller under this Agreement is subject to the fulfillment ofcondition that, on or prior to Delivery, the Buyer’s written waiver or extension or modification thereof, of each of the following conditions to Closing: (a) All representations and warranties of Seller shall be true, correct, and complete as of the Closing Date. (b) Seller shall have performed all of its obligations hereunder that are required to be performed as of the Closing Date. (c) Buyer shall have received all consentsthe documents and evidence specified in part 2 of Schedule 4 in form and substance reasonably satisfactory to the Buyer. The obligation of the Buyer to purchase and accept delivery of the Aircraft from the Seller under this Agreement is subject to the further conditions that, approvals, certifications and licenses as may be necessary immediately prior to own Delivery: 3.2.1 the Interests and to operate the Business. (d) Buyer Aircraft shall be satisfied free from any Seller's Liens, it being expressly agreed and acknowledged that there has been no Material Adverse Change title to the Business or any Aircraft may transfer prior to release of the Company’s assets or the Company’s liabilities. (e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating and subject to the Company’s assets, Residual Security provided that (i) the Company’s liabilities or Consent of Pledgee to the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the Aircraft title transfer duly executed release but left undated shall have been delivered to Escrow Agent the Seller's Slovenian counsel who shall have confirmed receipt of the same prior to Delivery, (ii) Seller's Slovenian counsel shall release the fully executed Consent of Pledgee to the Buyer's Slovenian counsel upon Delivery (and in any event on the day of Delivery) (ii) all executed documents from the holder of the Residual Security and Seller necessary to release and discharge the Residual Security over the Aircraft shall have been delivered to Seller's Slovenian counsel prior to Delivery and Seller's Slovenian counsel shall have confirmed receipt of the same. 3.2.2 the representations and warranties made by the Seller in clause 2 and by the Seller and the Lessee in the Novation Agreement shall be true and correct as if each were made with respect to the facts and circumstances existing immediately prior to the Closing Date time when Delivery is to take place and the Buyer shall be delivered satisfied, acting reasonably, with regard to Buyer at Closing.any matters disclosed by the Seller in any Disclosure Letter; 3.2.3 no payment Default in respect of any payment of Rent or Maintenance Reserve Guarantee Amounts or in respect of any payments under the Maintenance Contract (but expressly excluding any Default which may automatically have occurred as a result of (i) Buyer’s lender any delayed or outstanding payment obligations by the Lessee to a third party including any suppliers, air navigation authorities, airport authorities or any other providers of services to Lessee or (ii) the non-receipt by the Seller of the additional deposit required under clause 5.14 of the Lease) has completed its loan documentation related to this transaction occurred and is ready to fund continuing; 3.2.4 the loan.Aircraft shall be in the Delivery Location; (j) 3.2.5 neither the Aircraft nor the Engines shall have suffered a Total Loss or Material Damage; and 3.2.6 Seller and Buyer shall have approved close the Schedules, which approval purchase and sale of the Companion Aircraft contemporaneously with the sale of the Aircraft. The conditions specified in clause 3.2 are inserted for the sole benefit of the Buyer and may be granted waived or denied deferred in whole or in part and with or without conditions by Buyer in its sole discretionthe Buyer.

Buyer’s Conditions. The obligation of Buyer BUYER to consummate close the transaction provided for herein transactions set forth in this Agreement is subject to the fulfillment of, or to the Buyer’s written waiver or extension or modification thereof, of each satisfaction of the following conditions to Closingconditions, any of which may be waived in BUYER’s sole discretion: (a) All The representations and warranties of Seller SELLER contained in ARTICLE IV and ARTICLE V shall be true, correct, true and complete correct on and as of the Closing Date.(except for representations and warranties that, in accordance with their terms speak only as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) Seller SELLER shall have performed performed, in all material respects, the obligations, covenants and agreements of its obligations hereunder SELLER contained herein and in each of the other Transaction Documents that are required to be have been performed as of the Closing Date.prior to Closing; (c) Buyer All of the SELLER Required Consents shall have received all consentsbeen obtained; provided, approvalshowever, certifications and licenses as may that failure to obtain any SELLER Required Consents shall not be necessary a condition of BUYER to own the Interests and close if SELLER agrees in writing to operate the Business.amend Schedule 11.2(b) to include liabilities arising from failure to obtain each such SELLER Required Consent; (d) Buyer BUYER shall be satisfied have received a certificate, dated the Closing Date and signed by a duly authorized officer of SELLER, that there has been no Material Adverse Change to the Business or any each of the Company’s assets or the Company’s liabilities.conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; (e) The Company BUYER shall not be in default under any of have received the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing.Resignations; (f) Seller SELLER shall have made satisfactory arrangements with Buyer delivered to BUYER a good standing certificate (or its equivalent) for the delivery of all each of the books and records Controlled Entities from the secretary of state or similar Governmental Authority of the Company, including corporate record books.jurisdiction under the Laws in which each of the Controlled Entities is organized; (g) Seller SELLER shall have made satisfactory arrangements with Buyer for delivering full physical possession of delivered to BUYER the assets of the Company to Buyer.Non-Foreign Certificate; (h) Seller From the Execution Date, none of the Controlled Entities nor MPOG shall have obtained suffered a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing.Material Adverse Effect; (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer SELLER shall have approved delivered evidence to BUYER of the Schedules, which approval may be granted or denied by Buyer in its sole discretion.assignment and conveyance of the Transferred Assets to an Affiliate of SELLER;

Buyer’s Conditions. The parties hereto acknowledge that Buyer is under no obligation of Buyer to consummate the transaction provided for herein is subject Merger contemplated by this Agreement. Subject to Section 11.6, should Buyer determine, in its sole discretion, to consummate the Merger, the Company agrees to cause the following to be true at or prior to the fulfillment ofClosing (PROVIDED, however, that the Company shall have no obligation to cause actions or to the Buyer’s written waiver or extension or modification thereof, of each of the following conditions to Closing:events over which it has no control): (a) All The representations and warranties of Seller the Company contained in this Agreement shall be true, correct, true and complete correct in all material respects on and as of the Closing Datedate hereof except as set forth in the Disclosure Schedule, and shall also be true and correct in all material respects on and as of the Closing, except as set forth in the Revised Disclosure Schedule. (b) Seller The Company shall have performed or complied in all of its obligations hereunder that are material respects with all covenants required under this Agreement to be performed as of or complied with by the Closing DateCompany at or prior to the Closing. (c) Buyer At the Closing, there shall have received all consentsbe no injunction, approvals, certifications and licenses as may be necessary to own restraining order or decree of any nature of any court or government authority of competent jurisdiction that is in effect that restrains or prohibits the Interests and to operate consummation of the Businesstransactions contemplated by this Agreement. (d) Buyer All third party consents and approvals, including governmental consents and approvals, required to consummate the transactions contemplated by this Agreement shall be satisfied that there has have been no Material Adverse Change to the Business or any of the Company’s assets or the Company’s liabilitiesobtained. (e) The Company All holders of unvested options to acquire Common Stock shall not be have waived any and all rights they may have in default under any of respect thereof in exchange for the Contracts or any other contract, lease or other agreement or instrument affecting or relating right to the Company’s assets, the Company’s liabilities or the Business, where in receive stock options issued by Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller The Company shall have made satisfactory arrangements with executed and delivered to Buyer for an Escrow Agreement in the delivery form of all of the books and records of the Company, including corporate record booksEXHIBIT F hereto. (g) Seller All Vested Options and the Tektronix Warrant shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company been exercised at or prior to BuyerClosing. (h) Seller Counsel for the Company shall have obtained provided a release legal opinion in a form satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at ClosingFluence. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The obligation of Buyer to consummate perform, fulfill or carry out its agreements, undertakings and obligations herein made or expressed to be performed, fulfilled or carried out on or after the transaction provided for herein Closing Date is and shall be subject to fulfillment of or compliance with, on the fulfillment ofClosing Date, or to the Buyer’s written waiver or extension or modification thereof, of each of the following conditions to Closingprecedent, any of which may be waived by Buyer: (a) All representations and warranties of Seller set forth in this Agreement shall be true, correct, true and complete correct in all material respects as of the Closing Date as though made at and as of the Closing Date. Seller shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date. (b) Seller Neither party hereto shall have performed all be under an injunction or other legal restriction which, in the opinion of its obligations hereunder that are required to be performed as counsel for Buyer, makes impossible or unlawful the closing of the Closing Datetransactions contemplated hereby. (c) Buyer Seller shall have received all consents, approvals, certifications and licenses as may caused to be necessary delivered to own Buyer the Interests and documents referred to operate the Businessin Section 3.2(a). (d) Buyer Lumenis Holdings Inc., as buyer, under that certain contract of sale dated the date hereof between it and McMahan Properties, Inc., shall be satisfied that there has been no Material Adverse Change to have acquired the Business or any of the Company’s assets or the Company’s liabilitiesPremises, as such texx xx xefined in said contract. (e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller Corporations shall have made satisfactory arrangements with Buyer for the delivery of paid, or otherwise satisfied, all of the books amounts due to Seller and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent its Affiliates on or prior to the Closing Date such that no amounts are due to Seller or any of its Affiliates from the Corporations immediately following the Closing. To the extent the Corporations have not paid, or otherwise satisfied, all such amounts, the Purchase Price shall be delivered to Buyer at Closingreduced by the amounts the Corporations then owe Seller and its Affiliates. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The obligation All of the obligations of Buyer to consummate the transaction provided for herein is hereunder are subject to the fulfillment offulfillment, prior to or to at the Buyer’s written waiver or extension or modification thereofClose of Escrow, as required, of each of the following conditions (unless waived by Buyer), subject to Closingno reservations, restrictions, conditions or limitations unsatisfactory to Buyer: (a) All representations a. Buyer being able to obtain, at Sellers' expense, an ALTA Form B extended owner's policy of title insurance issued by the Title Company, acceptable to Buyer in the amount of the Purchase Price insuring Buyer that Buyer has fee title to the Hotel Property subject only to the Permitted Exceptions approved of by Buyer. Said policy will have attached thereto such endorsements as Buyer may require, including, but not limited to, endorsements insuring against encroachments, violations of covenants and warranties of Seller shall be true, correctrestrictions, and complete as mechanics' liens. b. All conditions precedent to Buyer's obligations provided for in any other section of this Agreement have been satisfied. c. Xxxxxxx xill have obtained all approvals necessary, if any, to transfer all Associated Equipment constituting a portion of the Closing DateAssets to Buyer. (b) Seller shall d. Xxxxxxx xhall have performed given all of its obligations hereunder that are notices to governmental authorities and other third parties required to be performed as of given by them in connection with the Closing Date. (c) Buyer shall have received all transactions contemplated by this Agreement under any license, permit, authorization, franchise, loan, note, mortgage, indenture, bond, or other agreement or instrument. All other consents, approvals, certifications authorizations, estoppel and licenses as may be necessary to own other certificates, and agreements of any third party required for, or reasonably requested by Buyer in connection with, the Interests and to operate the Business. (d) Buyer shall be satisfied that there has been no Material Adverse Change to the Business or any consummation of the Company’s assets or the Company’s liabilities. (e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release transactions contemplated hereby shall have been delivered to Buyer. e. The representations and warranties of Sellers contained in this Agreement shall be true as of the Close of Escrow Agent as though such representations and warranties were made at such time. f. Xxxxxxx xhall have performed and complied with all terms, covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date Close of Escrow. g. No action shall have been brought, and remain undismissed, alleging the illegality, invalidity of, or seeking to be enjoin the transactions contemplated hereby. Since the date of this Agreement there shall have been no change in any applicable law that makes it illegal for any party hereto to perform its obligations hereunder (i) enacted (and not effectively vetoed), whenever effective, (ii) approved by a committee, having primary jurisdiction in respect of the proposed change in applicable Law, of any legislative body having jurisdiction over the Hotel Property, (iii) adopted as a final regulation pursuant to formal rule making, order-issuing or regulatory authority by any agency, board, commission, or other administrative, executive, or other regulatory body having jurisdiction over the Hotel Property, or (iv) embodied in a final, formal ruling, order or decision of any judicial body having jurisdiction over the Hotel Property. h. Xxxxxxx xhall have delivered to Buyer at Closingsuch documentary and other evidence as Buyer or Escrow Holder may reasonably require evidencing the authority of the person or persons who are executing this Agreement, or any other document in connection with this Agreement, on behalf of Sellers. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The Buyer in its sole discretion but acting in good faith may terminate this Agreement (provided, that it receives the prior written consent of the Financing Parties), without further obligation of or liability by Notice given to Seller if at any time Buyer to consummate determines that it is reasonably likely that, by the transaction provided for herein is subject to the fulfillment ofdates set forth below, any or to the Buyer’s written waiver or extension or modification thereof, of each all of the following conditions to Closingwill not have been satisfied or waived: (a) All As of Financial Closing, all representations and warranties of Seller contained in this Agreement shall be true, correct, true in all material respects as if such representations and complete warranties were made at and as of the Closing DateFinancial Closing. (b) As of Financial Closing, no Event of Default, or event which with notice or passage of time, or both, would become an Event of Default of the type described in Section 17.2, shall have occurred and be continuing. (c) As of Financial Closing, Seller shall have performed under and shall have fulfilled in all material respects all of its obligations hereunder Seller's Covenants set forth in Section 12.2 that are required to be performed as and fulfilled at or prior to the date of the Closing Date. (c) Buyer shall have received all consents, approvals, certifications and licenses as may be necessary to own the Interests and to operate the BusinessFinancial Closing. (d) As of Financial Closing, Seller shall have duly authorized, executed and delivered the Consent and Agreement, opinions of counsel, including an opinion of counsel reasonably satisfactory to Buyer shall be satisfied that there has been no Material Adverse Change to and Financing Parties in substantially the Business or any form of Exhibit B hereto, and other documents reasonably requested by the Company’s assets or the Company’s liabilitiesFinancing Parties. (e) The Company On or before June 1, 1997, the following conditions shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating completed to the Company’s assets, the Company’s liabilities or the Business, where in reasonable satisfaction of Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. : (fi) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release Columbia Gas Transmission shall have been delivered granted and accepted all approvals from the FERC for the construction and operation of the facilities necessary to Escrow Agent prior to the Closing Date to be delivered provide service to Buyer at Closingunder the Columbia FT Agreement; such approvals shall be final and non- appealable; and such facilities shall be operational. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The Buyer's obligation of Buyer to consummate purchase the transaction provided for herein Property is subject to the fulfillment ofsatisfaction by Seller, or prior to the Buyer’s written waiver or extension or modification thereofClosing Date, of each of the following conditions (collectively, the "Seller's Obligations"), subject to Closingno reservations, restrictions, conditions or limitations unsatisfactory to Buyer: (a) All Seller shall have given all material notices to Governmental Authorities required to be given by it in connection with the transactions contemplated by this Agreement. (b) The representations and warranties of Seller contained in this Agreement shall be true, correct, and complete true in all material respects as of the Closing DateDate as though such representations and warranties were made at such time. (bc) Seller shall have performed and complied with all of its obligations hereunder that are material terms, covenants, agreements and conditions required by this Agreement to be performed as or complied with by it prior to or at Closing; provided, however, that in no event shall it be a condition to Buyer's obligations to perform hereunder that Buyer have entered into a New Hilton License Agreement or that Seller assist with or facilitate the negotiation or consummation of any such arrangement, it being understood and agreed by the Closing Date. (c) Buyer parties hereto that it is Buyer's sole responsibility and obligation to negotiate and enter into a New Hilton License Agreement and that an agreement with respect to or execution of a New Hilton License Agreement shall have received all consents, approvals, certifications and licenses as may not be necessary to own the Interests and to operate the Businessa condition of Closing. (d) No order of any court of competent jurisdiction shall have been issued in any action (other than actions brought or caused to be brought by Buyer shall be satisfied that there has been no Material Adverse Change to the Business or any of Person controlled by Buyer or controlling Buyer) declaring the Company’s assets illegality or invalidity of, or enjoining, the Company’s liabilitiestransactions contemplated hereby. (e) The Company Seller shall not be in default under any have delivered to Escrow Agent such documentary evidence as Escrow Agent may reasonably require evidencing the authority of the Contracts person or persons who are executing this Agreement, or any other contractdocument in connection with this Agreement, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closingbehalf of Seller. (f) Seller Since the date of this Agreement there shall have made satisfactory arrangements with Buyer been no change in any applicable Law that makes it illegal for the delivery of all of the books and records of the Company, including corporate record booksany party hereto to perform its obligations hereunder. (g) Seller shall have made delivered to Buyer the instruments, documents, certificates and opinions described in Section 11.02(a). (h) If applicable, the HSR Act shall have been complied with and all waiting periods required thereby, including extensions thereof, shall have either expired without adverse comment or been previously terminated. (i) Buyer shall have received from Seller's counsel an opinion dated the Closing Date, in a form reasonably satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing. (ij) Buyer’s lender has completed its loan documentation related 's obtaining title insurance in accordance with Section 3 hereof, with the understanding that Buyer will take all reasonable actions necessary to this transaction and is ready to fund the loanobtain such title insurance. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The obligation obligations of Buyer to consummate at the transaction provided for herein is subject Closing are subject, at the option of Buyer, to the fulfillment of, satisfaction at or prior to the Buyer’s written waiver or extension or modification thereof, of each Closing of the following conditions to Closingconditions: (a) All representations and warranties of Seller contained in this Agreement (without reference to any supplements or additions to the Exhibits or Schedules provided by Seller to Buyer after the date of execution of this Agreement) shall be true, correct, true in all material respects at and complete as of the Closing Dateas if such representations were made at and as of the Closing, and Seller shall have performed and satisfied all material agreements in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; and Buyer shall have received a certificate signed by an authorized officer of Seller to such effect. (b) Seller No order shall have performed all been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of its obligations hereunder this Agreement that are required to be performed as restrains or prohibits the purchase and sale contemplated by this Agreement and which remains in effect at the time of the Closing Datesuch Closing. (c) Buyer shall have received all consents, approvals, certifications The aggregate sum of Title Defect adjustments and licenses Environmental Defect adjustments (whether on account of Leasehold Interest being excluded or Leasehold Interest being transferred as may be necessary to own which an adjustment to the Interests and to operate Purchase Price was agreed upon) does not exceed 10% of the BusinessPurchase Price. (d) Buyer shall be satisfied that there has been no Material Adverse Change have received from counsel for Seller an opinion dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer (i) with respect to the Business or any matters addressed in Sections 3.1(a)-(d) hereof (but not as to Section 3.1(b)(ii) as to which Seller shall deliver an Officer's Certificate in form and substance reasonably satisfactory to Buyer) and (ii) to the effect that the Bills of Sale, Assignments and Conveyances are sufficient in form to vest in Buyer title to all of the Company’s assets Leasehold Interests, assuming valid recordation and/or approval thereof in the appropriate land records or the Company’s liabilitiesagencies. (e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved received from Seller, in recordable form, duly executed, acknowledged and, if necessary, paraphed releases of all liens and encumbrances identified in SCHEDULE 3.1(G) as they relate to the Schedules, which approval may be granted or denied by Buyer in its sole discretionInterests.

Buyer’s Conditions. The Xxxxx’s obligation of Buyer to consummate the transaction provided for herein contemplated by this Agreement is subject to the fulfillment of, satisfaction or to the Buyer’s written waiver or extension or modification thereof, of each in writing of the following conditions to Closingprecedent for Xxxxx’s benefit: (a) All representations The transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction, and warranties no proceeding shall have been instituted and be pending in which any creditor of Seller shall be true, correct, and complete as or Operator or any other person seeks to restrain such transactions or otherwise to attach any of the Closing DateProperty, provided that any such proceeding or action contemplated by this Section 12.1(a) shall not be deemed to include any proceeding or action brought by, through or under Buyer. (b) Seller and Operator shall have materially performed all of its their covenants and materially complied with their obligations hereunder that are required to be performed as of the Closing Datehereunder. (c) Buyer Seller shall have received delivered to Escrow Holder or Buyer (as applicable) all consents, approvals, certifications and licenses of the items required to be delivered to Buyer as may be necessary to own the Interests and to operate the Businessprovided for in Section 4.4 hereof. (d) Buyer All of the representations and warranties of Seller and Operator contained in this Agreement shall be satisfied that there has been no Material Adverse Change to the Business or any true and correct in all material respects as of the Company’s assets or scheduled Closing Date; provided, however, that such representations and warranties shall be deemed to be revised as of the Company’s liabilitiesClosing Date to reflect all matters disclosed to Buyer in the documents and information made available to Buyer in writing pursuant to this Agreement. (e) The Company On the Closing Date, Seller and Operator shall not be in default have filed a petition for relief under any of the Contracts Federal Bankruptcy Code or any other contractpresent or future federal or state insolvency, lease bankruptcy or other agreement similar law (all of the foregoing hereinafter collectively called “Applicable Bankruptcy Law”), nor shall an involuntary petition for relief have been filed against Seller or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after ClosingOperator under any Applicable Bankruptcy Law and not been dismissed. (f) Seller and Operator shall have made satisfactory arrangements fulfilled all notice and consent requirements under its financing contracts as are necessary to consummate the Closing in compliance with Buyer for the delivery provisions of all of the books and records of the Company, including corporate record bookssuch agreements. (g) Title Company has committed to issue the Title Policy. If any one of the above conditions is not satisfied, Buyer shall provide notice thereof to Seller within five (5) Business Days after Buyer becomes aware of the same, and if Seller is unable to cause such condition to be satisfied within five (5) Business Days thereafter, then, within ten (10) days after the expiration of the five (5) Business Day period described in the preceding clause, Buyer shall (i) waive such condition in writing, in which case this Agreement shall continue in full force and effect, and Buyer shall have made satisfactory arrangements no further rights or remedies in connection with Buyer for delivering full physical possession of such condition or the assets of facts or circumstances which caused such condition to be not satisfied, (ii) terminate this Agreement by written notice thereof to Seller, Operator and Escrow Holder (in which case the Company Deposit, less all title and escrow cancellation fees, shall be returned by Escrow Holder to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release parties shall have been delivered no further rights or obligations to one another under this Agreement, except as set forth in Sections 11.8, 15.3 and 15.13), or (iii) in the event the unsatisfied condition is the condition set forth in Section 12.1(b), exercise Buyer’s remedies under Section 4.7(a). Xxxxx’s failure to timely notify Seller, Operator and Escrow Agent prior Holder of its election pursuant to the Closing Date to preceding sentence shall be delivered to Buyer at Closing. deemed Xxxxx’s election of the option set forth in clause (i) Buyer’s lender has completed its loan documentation related of the preceding sentence. Notwithstanding the foregoing, in the event that Seller is unable to obtain the consent of any third party to a contract necessary to cause the condition set forth in paragraph (e) of Section 12.1 to be satisfied, the period of time available to Seller in the first sentence of this transaction and paragraph to cause such condition to be satisfied shall be extended so long as Seller is ready exercising commercially reasonable efforts to fund the loanobtain such consent. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.

Buyer’s Conditions. The obligation of Buyer to consummate the transaction provided for herein is transactions contemplated by this Agreement shall be subject to the fulfillment ofsatisfaction, on or to before the Buyer’s written waiver or extension or modification thereofClosing Date, of each of the following conditions to Closingconditions: (a) All The representations and warranties of Seller Sellers and Yi set forth in Article 6 shall be true, correct, true and complete correct as of the Closing Date. (b) Each Seller shall have performed and complied with all of its obligations hereunder that are the agreements, covenants, and conditions required to be performed as of each Seller by this Agreement on or before the Closing Date. (c) Buyer No action, suit, or proceeding before any court or any governmental body or authority that would in any way affect the Assets or the ability of the parties to consummate the transactions contemplated by this Agreement shall have received all consents, approvals, certifications and licenses as may be necessary to own been instituted or threatened on or before the Interests and to operate the BusinessClosing Date. (d) Buyer The Assets shall be satisfied that in substantially the same condition on the Closing Date as on the Execution Date, and there has been shall be no Material Adverse Change loss or damage to the Business or any of property prior to the Company’s assets or the Company’s liabilitiesClosing. (e) The Company Each Seller shall not be in default under have obtained all necessary lien releases, agreements and consents of any of parties required to consummate the Contracts or any other contracttransactions contemplated by this Agreement, lease or other agreement or instrument affecting or relating including, without limitation, consent from the landlord related to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after ClosingReal Property Lease. (f) Seller Buyer shall have made satisfactory arrangements received a corporation tax clearance certificate from the State Board of Equalization (with Buyer respect to each Seller’s sales and use tax liabilities) and the Employment Development Department (with respect to each Seller’s employment tax obligations), as of a date not more than 5 days prior to the Closing Date for the delivery of all of the books and records of the Company, including corporate record bookseach Seller. (g) Seller Buyer shall have made satisfactory arrangements with Buyer for delivering full physical possession received a Certificate of Release from the assets California Employment Development Department stating that, as of a date not more than 5 days prior to the Company to Buyer.Closing Date, no contributions, interest, or penalties are due from Seller. 11 of 19 (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved received consents to Agreement from its lenders as required by Buyer’s credit agreements with the Schedules, which approval may be granted or denied by Buyer in its sole discretion.Lenders

Buyer’s Conditions. The Buyer's obligation of Buyer to consummate effect the transaction provided for herein transactions contemplated by this Agreement is subject to the fulfillment ofsatisfaction, or waiver (by Buyer), at or prior to the Buyer’s written waiver or extension or modification thereof, Closing Date of each of the following conditions to Closingconditions: (ai) All Each representation and warranty set forth in Section 5 hereof must have been accurate and complete in all material respects (except as to the representations and warranties of Seller shall already qualified as to materiality, which must be true, correct, accurate and complete in all respects) on the date of this Agreement and as of the Closing Date, as if made on the Closing Date. Each representation and warranty set forth in Section 6 hereof must have been accurate and complete in all material respects (except as to the representations and warranties already qualified as to materiality, which must be accurate and complete in all respects) on the date of this Agreement and as of the Closing Date, as if made on the Closing Date. (bii) Seller shall have performed and complied with all covenants and agreements to be performed or complied with at or prior to Closing (singularly or in the aggregate) in all material respects. Williams Guarantor shall have performed and complixx xxxx all of its obligations hereunder that are required covenants and agreements to be performed as or complied with at or prior to Closing (singularly or in the aggregate) in all material respects. (iii) Since the date of this Agreement there shall have been no Material Adverse Change with respect to Seller, Williams Guarantor or WAPCO. (iv) The waxxxxx xxriod required by the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated. (v) There shall have been no Governmental Action, Action or Proceeding pending, Threatened, issued or in effect (A) seeking to restrain or prohibit, or restraining or prohibiting the transactions contemplated by this Agreement or (B) seeking to cause or causing any of the transactions contemplated by this Agreement to be rescinded following consummation. There shall have been no Legal Requirement enacted or promulgated, or proposed to be enacted or promulgated, by any Governmental Authority of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement or makes such transactions illegal or invalid. (vi) Seller and Williams Guarantor shall have delivered, or caused xx xx xelivered to Buyer at the Closing, each of the Closing Datedeliveries described in Subsections 11(a) and 11(b) hereof. (cvii) Buyer shall have received all consentsfrom Seller, approvalsin a form reasonably satisfactory to Buyer, certifications and licenses as may be necessary to own the Interests and to operate the Businessa statement satisfying Buyer's obligations under Treasury Regulation Section 1.1445-2(b)(2). (dviii) There shall have been a waiver by all holders of, or expiration of, the initial or any subsequent 45 day period relating to the preferential purchase right in Section 7.2(a) of the TAPS Agreement. The parties agree that this condition will be met upon: (A) receipt of notice from each of the other owners of an interest in TAPS (the "TAPS Owners") irrevocably stating that they will not exercise the right to purchase the WAPCO Interests or any portion thereof, or providing a waiver that would permit the transfer to occur prior to any 45-day waiting period during which the TAPS Owners have the right to exercise the preferential right to purchase such interest, or (B) the passage of 45 days from the date of notice to the TAPS Owners with no action by the TAPS Owners. (ix) Receipt of written approval of the transfers of the Federal and State Rights-of-Way associated with the TAPS Interests from the Secretary of the Interior and the Alaska Department of Natural Resources; provided, however, that such approval must be unconditional, except as to the closing of the transactions contemplated by this Agreement and except as to any requirement for the delivery of a performance or financial guaranty from an Affiliate of Buyer up through Koch Industries, Inc.; and, provided further, that xxx condition in this Section 9(a)(ix) shall not be met if any such performance or financial guaranty requirement also contains a requirement that the guarantor of Buyer deliver, disclose or otherwise provide to any Governmental Authority, or any other Person not under strict terms of confidentiality, any non-public financial records or information about any Affiliate of Buyer. (x) The Regulatory Commission of Alaska shall have issued an order approving the transfer of WAPCO's certificate of authority and convenience to Buyer; provided, however, that such approval must be unconditional, except as to the closing of the transactions contemplated by this Agreement and except as to any requirement for the delivery of a performance or financial guaranty from an Affiliate of Buyer up through Koch Industries, Inc.; and, provided further, that xxx condition in this Section 9(a)(x) shall not be met if any such performance or financial guaranty requirement also contains a requirement that the guarantor of Buyer deliver, disclose or otherwise provide to any Governmental Authority, or any other Person not under strict terms of confidentiality, any non-public financial records or information about any Affiliate of Buyer. (xi) The transactions contemplated by the Refinery ASPA shall have been consummated by an Affiliate of Buyer or Buyer in its sole discretion shall be satisfied that there has been no Material Adverse Change to the Business or any consummation of such transactions shall be taking place simultaneously with the consummation of the Company’s assets or the Company’s liabilitiestransaction contemplated by this Agreement. (e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (fxii) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory delivered to Buyer agreements between Seller and an Affiliate of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent Seller effective prior to the Closing Date relating to the Excluded Items in substantially the same form attached hereto as Exhibit A. (xiii) Buyer's receipt of an opinion of outside counsel chosen by Buyer (and reasonably acceptable to Seller) that the DR&R indemnity provided to WAPCO by MAPL in the March 24, 2000 Agreement of Sale and Purchase of an Undivided Interest in TAPS will continue to be delivered to Buyer at Closingin full force and effect after the Effective Time. (ixiv) Buyer’s lender has completed its loan documentation related Buyer and Seller shall have entered into a Transition Services Agreement in the form attached to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.Agreement as Exhibit B.

Buyer’s Conditions. The obligation All of the obligations of Buyer to consummate the transaction provided for herein is hereunder are subject to the fulfillment ofsatisfaction prior to or at the Closing, or to on or before the Buyer’s written waiver or extension or modification thereofdate indicated in this Agreement, as the case may be, of each of the following conditions (collectively, the "BUYER'S CONDITIONS PRECEDENT"), subject to Closingno reservations, restrictions, conditions or limitations unsatisfactory to Buyer: (a) All representations and warranties conditions precedent to Buyer's obligations provided for in any other section of Seller shall be true, correct, and complete as of the Closing Datethis Agreement have been satisfied. (b) Seller shall have performed obtained all of its obligations hereunder that are required approvals necessary to be performed as transfer all gaming devices constituting a portion of the Closing DateProperty to Buyer. (c) Buyer There shall not have received all consentsoccurred any material adverse change since the date hereof in the Business, approvals, certifications and licenses as may be necessary to own the Interests and to operate Property or results of operations of the Business. (d) Buyer There shall be satisfied that there has not have been no Material Adverse Change enacted any environmental, building, fire, safety or other Law which requires or will require any modifications to the Business Property which were not required or any complied with as of the Company’s assets or the Company’s liabilitiesdate hereof. (e) The Company Seller shall not have given all notices to governmental authorities and other third parties required to be given by it in default connection with the transactions contemplated by this Agreement under any of the Contracts or any other contractlicense, lease permit, authorization, franchise, loan, note, mortgage, indenture, bond, or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closinginstrument. (f) The representations and warranties of Seller contained in this Agreement shall have made satisfactory arrangements with Buyer for the delivery of all be true as of the books Closing Date (provided that any representation and records warranty made as of the Company, including corporate record booksa specific date shall be true and correct as of such specific date) as though such representations and warranties were made at such time. (g) Seller shall have made satisfactory arrangements performed and complied with all terms, covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (h) No action shall have been brought by any governmental agency, and remain undismissed, alleging the illegality, invalidity of, or seeking to enjoin the transactions contemplated hereby. (i) Seller shall have delivered to Buyer for delivering full physical possession such documentary and other evidence as Buyer or Escrow Agent may reasonably require evidencing the authority of the assets person or persons who are executing this Agreement, or any other document in connection with this Agreement, on behalf of Seller. (j) Since the date of this Agreement there shall have been no change in any applicable Law that makes it illegal for any party hereto to perform its obligations hereunder. (k) Seller shall have arranged for the transfer of the Company telephone numbers associated with the Business to Buyer effective as of the Closing Date. Seller shall have paid to the telephone company all charges or fees due as of the Closing Date when requested by the telephone company to allow Buyer to obtain the telephone numbers at the minimum cost to Buyer. (hl) Seller shall have obtained a release satisfactory to Buyer All consents, approvals, authorizations, estoppel and other certificates, and agreements of any obligations third party required for, or reasonably requested by Buyer in connection with, the consummation of the Company to JPMorgan, and the executed release transactions contemplated hereby shall have been delivered to Escrow Agent prior to the Closing Date to be Buyer. (m) Seller shall have delivered to Buyer at Closingthe instruments, documents, certificates and opinions described herein, including, without limitation, the items described in Section 14.02.1. (in) Buyer’s lender has completed its loan documentation related If applicable, Section 7A of the Xxxxxxx Act, 15 U.S.C. ss. 18A and the rules promulgated thereunder as set forth at 16 CFR xx.xx. 801 to this transaction and is ready to fund the loan. (j) Buyer 803 shall have approved the Schedulesbeen complied with and all waiting periods required thereby, which approval may be granted including extensions thereof, shall have either expired without adverse comment or denied by Buyer in its sole discretionbeen previously terminated.

Buyer’s Conditions. The obligation obligations of Buyer to consummate purchase and pay for the transaction provided for herein is Shares are subject to the fulfillment of, (or to the Buyer’s written waiver or extension or modification thereof, by Buyer) as of the Closing of each of the following conditions to Closingconditions: (a) All The representations and warranties of Seller Spar made in this Agreement shall be truetrue and correct in all material respects as of the date hereof and, correctexcept as specifically contemplated by this Agreement, on and complete as of the Closing Date. (b) Seller shall have performed all of its obligations hereunder that are required to be performed , as though made on and as of the Closing Date; and Spar shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Spar by the time of the Closing; and Spar shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Spar confirming the foregoing. The conditions in this Section 8.2(a) shall not be deemed unsatisfied solely because any one or more of the following events, changes or developments affecting the representations and warranties shall have occurred after the date hereof and such events, changes or developments have or could reasonably be expected to have a Material Adverse Effect: (i) changes to contracts (or amendments to contracts) with respect to which the Buyer has given its consent; (ii) failure or inability by the Company to acquire new customers or prospective orders, including, without limiting the generality of the foregoing, the failure or inability to execute (a) contracts and agreements currently under discussion or negotiation or (b) contracts and agreements with respect to which Buyer refuses to give its consent; (iii) changes in general market conditions related to the business of the Company, including, without limiting the generality of the foregoing, the entry of new competitors into the market related to the business or the expansion of existing competitors within such markets; (iv) delays in product shipments due to changes or delays in the needs of customers in the ordinary course of business; (v) delays in the delivery of materials from suppliers in the ordinary course of business; (vi) loss of customers due to a pre-existing competitive relationship between the customer and Buyer; and (vii) delays in the design or implementation process of products in the ordinary course of business; (b) Buyer shall have received opinions dated the Closing Date of Xxxxxx, Xxxx & Xxxxxxxx LLP and Xxxxxx & Elliot, as to matters customary in stock purchase transactions, which opinions shall be in form and substance reasonably satisfactory to Buyer. (c) Buyer shall have received all consents, approvals, certifications a certified copy of the duly adopted resolutions of the Board of Directors of Spar authorizing the execution of this Agreement and licenses as may be necessary to own the Interests and to operate consummation of the Businesstransactions contemplated hereby. (d) Buyer shall be satisfied that there has been no Material Adverse Change have received an incumbency certificate with respect to the Business all parties executing on behalf of Spar this Agreement or any of the Company’s assets or documents relating to the Company’s liabilitiestransactions contemplated hereby. (e) The Company shall not All third party consents (including those set forth on Schedule 3.9), terminations, approvals, permits and authorizations required to be obtained by Spar, Holdings or the Subsidiaries in default under any connection with the execution, delivery and performance of this Agreement and the consummation of the Contracts transactions contemplated hereby shall have been made or any other contractobtained, lease or other agreement or instrument affecting or relating to the Company’s assetsand Spar, the Company’s liabilities Holdings or the Business, where in Subsidiaries shall have delivered to Buyer evidence thereof that is reasonably satisfactory to Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records All of the Company's indebtedness to Spar and its Affiliates or to the Bank of Nova Scotia or any other institutional lender (collectively, including corporate record books"Lenders") shall have been eliminated without the recognition of income in excess of available net operating losses of the Company for federal or state income tax purposes, and Spar shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Spar confirming the foregoing. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved received from Spar a certificate of Holdings to the Schedules, which approval may be granted or denied by Buyer in its sole discretioneffect that the Shares do not constitute a U.S. real property interest within the meaning of Treasury Regulations Section 1.897-2(h).

Buyer’s Conditions. The obligation of the Buyer to consummate the transaction provided for herein is transactions required to be taken by it at the Closing shall be further subject to the fulfillment of, or to the Buyer’s written waiver or extension or modification thereof, of each of the following conditions to Closing:conditions, any one or more of which may be waived by the Buyer (in whole or in part): (a) All representations and warranties (individually and collectively) of the Seller and the Shareholder respectively, in this Agreement and all other documents and certificates required to be delivered hereby shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be truetrue and correct in all material respects, correct, in each case on the date hereof and complete as of the Closing Date as if made on the Closing Date, but without giving effect to any supplement to the Disclosure Schedule. Each of the Seller and the Shareholder shall have performed and complied in all material respects with their respective covenants, agreements and conditions (individually and collectively) contained in this Agreement required to be performed and complied with by each of them, respectively, at or prior to the Closing Date. (b) Each of the Seller and the Shareholder shall have delivered to the Buyer a certificate certifying the matters set forth in Section 7.2(a) with respect to itself. In the case of the Seller, the certificate shall be executed by its chief executive officer or president. (c) The Seller shall have performed all of its delivered to the Buyer the Seller Consents, and each such Seller Consent shall be in full force and effect. (d) The Buyer shall have obtained the Buyer Consents, and each such Buyer Consent shall be in full force and effect. (e) The Seller and/or the Shareholder, as their obligations hereunder that are appear, shall have delivered each document required to be performed delivered pursuant to Sections 2.12(a) and 2.12(c). (f) All of Buyer’s employees shall have been hired by Buyer as required under this Agreement effective as of the time of Closing. (g) The Buyer shall have received a certificate from the secretary of the Seller certifying (i) that attached thereto is a true and complete copy of the Seller’s articles of incorporation and all amendments thereto, (ii) that attached thereto is a true and complete copy of the bylaws of the Seller as then in effect, (iii) that attached thereto is a true and complete copy of the resolutions adopted by the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (iv) as to the incumbency and signatures of any of the Seller’s officers who shall execute documents at the Closing or who have executed this Agreement. (h) The Seller shall have delivered to the Buyer a certificate of good standing of the Seller, dated as of a date not more than 10 Business Days prior to the Closing Date, from the jurisdiction of its organization. (i) The Seller shall have delivered to the Buyer updates, to the extent needed, to the Uniform Commercial Code, tax and judgment lien search results previously delivered under Section 6.3, prepared by a nationally recognized search provider, dated as of a date not more than 10 Business Days prior to the Closing Date. (cj) The Buyer shall have received evidence satisfactory to it that prior to or substantially concurrent with the consummation of the transactions contemplated by this Agreement all consents, approvals, certifications and licenses as of the Liens (other than the Permitted Liens) to which any of the Purchased Assets may be necessary to own the Interests subject shall be released and to operate the Businessany related filings terminated of record. (dk) The board of directors of Buyer and of Air T, Inc., the Buyer’s parent company, shall be satisfied that have approved this Agreement, the Buyer Documents and the transactions contemplated hereby. (l) Since the date of this Agreement, there has must not have been no Material Adverse Change to commenced or threatened against the Business Buyer, or against any Person affiliated with the Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Company’s assets transactions contemplated hereby or (b) that may have the Company’s liabilitieseffect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereby. (em) The Company Simultaneously with the Closing, the Buyer shall not be enter into a revolving working capital line of credit with Bank of Montreal in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating an amount up to $12,000,000 and on terms reasonably satisfactory to the Company’s assets, Buyer and substantially as negotiated between the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing. (f) Seller shall have made satisfactory arrangements with Buyer for the delivery and Bank of all of the books and records of the Company, including corporate record books. (g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer. (h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent Montreal prior to the Closing Date to be delivered to Buyer at Closing. (i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan. (j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.