Common use of Buyer's Obligation Clause in Contracts

Buyer's Obligation. (a) In every case it shall be the responsibility of the Buyer to ensure that in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensure. (b) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. (a) In every case it shall be the responsibility The obligation of the Buyer to ensure that purchase the ------------------ Acquired Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (i) The representations and warranties of each of the Sellers and Seller Related Parties made in this Agreement shall be true and correct as of the case date hereof and on and as of delivery from a tanker the Closing, as though made on and as of the Closing Date, and each of the Sellers and Seller Related Parties shall have performed or installation, the storage tank or other receptacles into which delivery is complied in all material respects with all obligations and covenants required by this Agreement to be made performed or complied with by each of the Sellers and Seller Related Parties by the time of the Closing; and each of the Sellers and Seller Related Parties shall have delivered to the Closing Escrow Agent a certificate dated the Closing Date and signed by an authorized officer or representative of each of them, confirming the foregoing; (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be suitable in effect, and no statute, rule or regulation of sufficient capacity for any governmental authority of competent jurisdiction shall have been promulgated or enacted, as of the delivery Closing which restrains or prohibits the purchase and they do not already contain any other specification to that tendered by sale of the Seller. Acquired Assets; (iii) The Buyer shall hold have concluded and, in its sole discretion, shall be satisfied with the Seller indemnified against the consequences of any failure on the part results of, its due diligence investigation of the Buyer so to ensure. (b) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packagesSellers, the Seller accepts Related Parties, the Acquired Business, the Acquired Assets and the Assumed Liabilities; (iv) There shall have been no responsibility for material adverse changes in any failure of the Acquired Assets or the Acquired Business; (v) Each of the Sellers and the Buyer shall indemnify have obtained consents, in a form reasonably satisfactory to each of the Sellers and the Buyer, to the transactions contemplated hereby from the persons whose consent is required for the transfer or assignment to the Buyer of any of the Acquired Assets, including without limitation the consents required with respect to each of the agreements identified on Schedule 3(a)(vi); (vi) Each of the Sellers and the Franchisor shall have entered into agreements substantially in the form of Exhibit G providing for the termination of the Franchise Agreements and the subleases and the subleases, effective as of the Closing Date; (vii) The Buyer shall have received an opinion dated the Closing Date of Xxxxxx & Xxxxxx, P.C., counsel to the Sellers and the Seller against all Related Parties, substantially in the consequences form of Exhibit H; (viii) Each of the Sellers shall have executed and delivered to the Seller of complying with Closing Escrow Agent, the Buyer's instructions in respect of so packing and marking the productCentennial Escrow Agreement. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Assets and assume the Assumed Liabilities is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct as of the Buyer date hereof and, except to ensure the extent of changes or developments expressly contemplated by the terms of this Agreement, shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date, except (x) to the extent of changes caused by the transactions expressly contemplated hereby, (y) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and (z) for breaches of representations and warranties that, without taking into account any qualification, exception or limitation as to materiality or Business Material Adverse Effect contained in such representation or warranty, would not individually or in the case of delivery from aggregate have a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensureBusiness Material Adverse Effect. (bii) It is the condition precedent to liability on No injunction or order of any claim relating to the specifications court or quality administrative agency of competent jurisdiction shall be in effect as of the product that such claim is made in writing within 3 days Closing which restrains or prohibits the purchase and sale of the delivery concerned in respect Assets or the exercise by Buyer of control over the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head OfficeAssets. (ciii) While The waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or been terminated, and Buyer and Seller will use his best endeavors to comply with any instructions shall have received the Buyer may give as to the markings to be placed governmental approvals and consents listed or described on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the productSchedule 3(a)(iii). (div) If Seller shall have executed and delivered the product is delivered Ancillary Agreements referred to in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the BuyerSection 8(h). (ev) If the Buyer There shall fail to give such notice as is required in conditions 10 not have occurred a Business Material Adverse Effect since April 3, 2009. (bvi) and 10 (d) then the product This Agreement shall be deemed in all respects to be not have been terminated in accordance with the Agreement and the Buyer shall be deemed to have accepted the productprovisions of Section 9. (fvii) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed or satisfied by Seller prior to or at the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the productClosing, and from refusing Seller shall have delivered to accept Buyer a certificate dated as of the productClosing Date and signed by the President or Vice President of Seller confirming the foregoing.

Buyer's Obligation. The ---------------------- ------------------- obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the responsibility date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). Seller 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 Seller by the time of the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (ii) Buyer shall have received customary opinions dated the Closing Date of Xxxxx Xxxxxxxxxx LLP, counsel to Seller, and Xxxxxx X. Xxxxxxxx, Esq., General Counsel of Seller. (iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity") or other legal ------------------- restraint or prohibition preventing the purchase and sale of the Shares shall be in effect. (iv) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), (A) challenging or seeking to restrain or prohibit the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement or seeking to obtain from Buyer or any of its subsidiaries in connection with the purchase and sale of the Shares any damages that are material in relation to Buyer and its subsidiaries taken as a whole, (B) seeking to prohibit or limit the ownership or operation by Buyer, the Company or any of their respective subsidiaries of any material portion of the business or assets of Buyer, the Company or any of their respective subsidiaries, or to compel Buyer, the Company or any of their respective subsidiaries to dispose of or hold separate any material portion of the business or assets of Buyer, the Company or any of their respective subsidiaries, in each case as a result of the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement, (C) seeking to impose limitations on the ability of Buyer to acquire or hold, or exercise full rights of ownership of, the Shares, including the right to vote the Shares on all matters properly presented to the stockholders of the Company or (D) seeking to prohibit Buyer or any of its subsidiaries from effectively controlling the Business in any material respect; provided, however, that -------- ------- this condition shall be deemed to be waived by Buyer as to any suit, action or proceeding that seeks solely monetary damages (except for any suit, action or proceeding by any Governmental Entity) if Seller provides to Buyer indemnification in form and substance reasonably satisfactory to Buyer and its counsel with respect to such suit, action or proceeding. (v) The waiting period under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), if applicable to the purchase and ------- sale of the Shares, shall have expired or been terminated. (vi) Seller shall have entered into the Severance Agreements (as defined in Section 5(h)) and Buyer shall have entered into employment agreements with the two employees identified on Schedule 3(a)-I, in each case on terms and conditions reasonably satisfactory to Buyer. (vii) Seller and Buyer shall have entered into an agreement (the "Seller Registration Rights Agreement") (A) providing that (I) Seller shall ------------------------------------ not sell, transfer or otherwise dispose of any portion of the Buyer Shares (other than to ensure that in the case an Affiliate of delivery from a tanker Seller (as defined below)) prior to September 30, 1999 and thereafter shall only sell, transfer or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences otherwise dispose of any failure on the part portion of the Buyer so Shares (other than to ensure. (ban Affiliate of Seller) It is in a manner that will not result in the condition precedent to liability on acquisition by any claim relating other person to the specifications or quality extent that, to Seller's knowledge, after giving effect to such acquisition, such acquiring person would hold in excess of 5% of the product that total voting power of all voting securities of Buyer, (II) for a period of five years from the Closing Date, Seller shall not purchase any shares of Buyer Common Stock if such claim is made purchase would result in writing within 3 days Seller's proportionate equity ownership interest in Buyer being equal to or in excess of 15% without Buyer's prior consent and (III) for a period of five years from the Closing Date, Seller shall not participate in any proxy solicitation in respect of Buyer or take any similar actions designed to influence the management and control of Buyer and (B) granting Seller (and any Affiliate of Seller to whom Seller transfers any portion of the delivery concerned Buyer Shares) registration rights in respect of the goods, or Buyer Shares substantially comparable to the rights set forth in the case Registration Rights Agreement dated as of bulk deliveries April 17, 1996 by telephone telex and among Buyer and the Institutional Investors identified therein (provided, however, that the Seller Registration Rights -------- ------- Agreement shall grant Seller an initial demand right in respect of the Buyer Shares and, for so long as Seller continues to own 10% or facsimile to more of the Seller's Head Officeoutstanding shares of Buyer Common Stock, subsequent demand rights). (cviii) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify have entered into an agreement (the Seller against all "Assumption Agreement") providing for the consequences to the assumption by Seller of complying with the Buyer's instructions in respect of so packing -------------------- Retained Liabilities on terms and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required conditions reasonably satisfactory to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (eix) If Seller shall have obtained all third party consents or waivers that are necessary or materially useful for the Buyer shall fail conduct of the Business or to give consummate the transactions contemplated by this Agreement, all such notice as is required consents and waivers being in conditions 10 (b) form and 10 (d) then the product shall be deemed in all respects substance satisfactory to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the productBuyer. (fx) All licenses, permits and authorizations issued or granted to the Company by Governmental Entities that are necessary or materially useful for the conduct of the Business shall be in place and not be subject to expiration, revocation or adverse change due to the Closing or shall have been obtained by Buyer. (xi) The product Cost of Remediation (as defined in Section 8(a)) shall have been finally determined. (xii) Buyer shall have received an opinion of BancBoston Xxxxxxxxx Xxxxxxxx Inc., financial advisor to Buyer, that the transactions contemplated by this Agreement are fair, from a financial point of view, to Buyer. (xiii) Buyer shall have received customary closing certificates pertaining to the Company, including a certificate of good standing from the Secretary of State of the State of Delaware and comparable certificates from the Secretaries of State of each State in which the Company is qualified to do business as a foreign corporation (except such jurisdictions where the failure to be so qualified, individually or in the aggregate, would not have a Seller Material Adverse Effect (as defined in Section 4(b)), each dated as of a date reasonably prior to the Closing Date. (xiv) Buyer shall have received satisfactory assurances in respect of (A) the maintenance of the Company's shipping rights on the Colonial Pipeline System, the Plantation Pipeline System and the other pipeline systems on which the Company holds shipping rights on the date hereof and (B) the Company's continued operation of all Facilities (as defined in Section 4(j)) operated by the Company on the date hereof. (A) Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have established to its satisfaction that the right BP Relationship (as defined below) will continue on and after the Closing Date in a manner that is consistent with the past business dealings of the Company and BP Oil Company ("BP"), (B) there shall not have occurred any -- material adverse change in the BP Relationship and (C) neither Seller, the Company nor Buyer shall have received any notice of an assertion by BP that the BP Relationship is or will be altered in a manner adverse to attend the Buyer's premises to investigate Company or Buyer as a result of the complaint. Any breach transactions contemplated by this Agreement (including any attempted or purported exercise by BP of this condition shall preclude the Buyer from making any claim against the Seller alleged rights of first refusal in respect of any defect in Facility). (xvi) The Buyer Shares shall have been approved for listing, subject to receipt of official notice of listing, by the product, and from refusing to accept the productAmerican Stock Exchange.

Buyer's Obligation. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) In every case it The representations and warranties of MagneTek made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Sellers shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Sellers by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Sellers shall have delivered to Buyer so to ensurecertificates dated the Closing Date and signed by an authorized officer of the respective Sellers confirming the foregoing. (b) It is Buyer shall have received an opinion dated the condition precedent Closing Date of Xxxxxx, Xxxx & Xxxxxxxx, counsel to liability on any claim relating Sellers, as to the specifications or quality matters set forth in Exhibit G, and an opinion dated the Closing Date of the product that such claim is made in writing within 3 days Xxxxxx X. Miley, Esq., General Counsel of the delivery concerned in respect of the goodsMagneTek, or in the case of bulk deliveries by telephone telex or facsimile as to the Seller's Head Officematters set forth in Exhibit H, which opinions shall be reasonably satisfactory in form to Buyer. (c) While The appropriate Seller or Glasmex, in the Seller will use his best endeavors to comply with any instructions case of the Buyer may give as to Mexico Sublease, shall have entered into the markings to be placed on the packagesXxxx of Sale, Assignment and Assumption Agreement, the Seller accepts no responsibility for any failure Sharing Agreement Amendment, the License Agreement, the Brownsville Sublease, the Mexico Sublease and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the productServices Agreement. (d) If the product is Sellers shall have executed and delivered in a damaged state, or in the event to Buyer an instrument of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details assignment of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer246 shares of stock of Coil Company owned by Sellers. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then have received the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the productLandlord Consent. (f) The product in respect No injunction or order shall have been granted by any court or administrative agency or instrumentality of which competent jurisdiction that would restrain or prohibit any of the Buyer makes any claim Transactions or that would impose damages as a result thereof, and no action or proceeding shall be preserved intact as delivered. The Seller pending before any court or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach administrative agency or instrumentality of this condition shall preclude the Buyer from making competent jurisdiction in which any claim against the Seller in respect of any defect Person seeks such a remedy (if in the product, and from refusing opinion of counsel to accept the productBuyer there exists a reasonable risk of a materially adverse result in such pending action or proceeding).

Buyer's Obligation. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of each of the following conditions: (a) In every case it The representations and warranties of Seller made in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct, and the responsibility representations and warranties of Seller made in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Buyer date hereof and (except to ensure that the extent such representations and warranties speak as of a specific earlier date) on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Seller shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (b) It is On the condition precedent Closing Date, there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a court or other Governmental Authority of competent jurisdiction setting aside or modifying any authorization of the Transactions contemplated hereby or by any of the other Transaction Documents, any approvals or consents required hereunder or directing that the Transactions provided for herein or in any of the other Transaction Documents not be consummated in the manner provided herein or therein or imposing damages against Buyer, any Affiliate of Buyer, any of the Assets or the Business in connection therewith if the Closing were to liability occur or enjoining or preventing or imposing material limitations on the subsequent operation of the Business or ownership of the Assets by Buyer or any claim relating Affiliate of Buyer (including, after the Closing, the Sold Subsidiaries) or requiring Buyer, any of its Affiliates (including, after the Closing, the Sold Subsidiaries) to divest itself of any of the Assets or its own assets, and prior to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goodsClosing Date, no Proceeding shall have been commenced and be pending, or be threatened, with respect to any such authorizations, approvals, or consents or which seeks any such relief, which Proceeding Buyer, in the case of bulk deliveries by telephone telex good faith, believes makes it undesirable or facsimile inadvisable to the Seller's Head Officeconsummate such transactions. (c) While the Seller will use his best endeavors Buyer shall have received evidence that such licenses, permits, consents, waivers, notifications, approvals, authorizations, qualifications and orders of and filings with Governmental Authorities and parties to comply with any instructions the Buyer may give Contracts as are required to be delivered on or prior to the markings Closing Date in connection with the consummation of the Transactions (including, without limitation, all consents, approvals and filings listed on Schedules 4.5(b), (c) and (d) which are required to be placed delivered on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences or prior to the Seller of complying with the Buyer's instructions Closing Date) have been obtained or made and are in respect of so packing full force and marking the producteffect. (d) If Since the product is delivered in a damaged statedate hereof, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does there shall not confer have been any additional rights on the BuyerMaterial Adverse Effect. (e) If the Buyer shall fail have received an opinion from legal counsel to give such notice Seller, in the form attached hereto as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the productExhibit 3.1(e). (f) The product in respect of which the Buyer makes any claim Sky Fixed Odds Agreement shall be preserved intact in full force and effect on the Closing Date. (g) The service known as delivered. The "Play Monte Carlo," offered by Seller or its agents and/or any Sold Subsidiary, shall have been continuously available to customers and fully functional for the right to attend acceptance of xxxxxx on the Buyer's premises to investigate Sky service, during the complaint. Any breach of this condition shall preclude period commencing on or before May 15, 2003 and continuing through the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productClosing Date.

Buyer's Obligation. The obligation of Buyer to purchase the Assets is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Seller shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (bii) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify have received an opinion or opinions dated the Seller against all the consequences Closing Date of Fiddler Xxxxxxxx & Xxxxxxxxx, LLP, Xxxxxxxx & Worcester LLP or Xxxxx Xxxxxx, Esq. in form and substance reasonably satisfactory to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (eiii) If The waiting period under the Buyer Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the productexpired or been terminated. (fiv) The product in respect of which Seller shall have delivered to the Buyer makes the following documents, certified by the Secretary or any claim shall Assistant Secretary of Seller, as appropriate: (A) the charter and by-laws of Seller; (B) the resolution or resolutions of the board of directors of Seller authorizing the transactions contemplated hereby; (C) a document evidencing the authority and incumbency of the persons executing documents on behalf of Seller relating to the transactions contemplated hereby; (D) deeds of purchase and sale in form and substance reasonably satisfactory to Buyer conveying good and recordable title to the Real Property, free and clear of all liens other than those set forth on the title studies or title insurance policies set forth as Schedule 3(a)(iv)(D), and easements and restrictions of record which do not unreasonably interfere with the use of the premises as presently used (collectively, "Permitted Encumbrances"); (E) such bills of sale, assignments, and other instruments of transfer and conveyance as Buyer may reasonable request or as may otherwise be preserved intact necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery to Buyer of good title to the other Assets, but containing no representations or warranties other than as delivered. The Seller or its agents set forth herein. (v) Buyer shall have received the right Acquisition Financing necessary to attend consummate the Buyer's premises to investigate the complaint. Any breach of this condition Holsum Acquisition; (vi) There shall preclude the Buyer from making not have occurred any claim against the Seller in respect of any defect material adverse change in the productBusiness caused by fire, explosion, acts of God or of the public enemy, natural disasters or events of similar nature occurring after the date hereof. Buyer understands that the Business has not operated since Hurricane Georges struck Puerto Rico and that from refusing that date until October 20, 1998, the Business had no electrical power and that Seller does not intend to accept operate the productBusiness prior to the Closing Date. (vii) All the conditions to the obligations of HDPR Acquisitions Corp. and CB Acquisitions Corp. to consummate the closing contemplated by the agreement relating to the Holsum Acquisition shall have been satisfied or waived by such companies.

Buyer's Obligation. The obligations of Buyer to consummate the Transactions are subject to the satisfaction as of the Closing of the following conditions: (i) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing (other than (a) In every case it such representations and warranties as are made as of another date which shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date made and (b) the representation in the case last sentence of delivery from a tanker Section 3.5(c) which shall be true and correct in all respects); provided, however, that if any portion of any representation or installationwarranty is Qualified, for purposes of determining whether this Section 2.2(a)(i) has been satisfied with respect to such portion of such representation or warranty, such Qualification shall be disregarded. (ii) Seller 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 Seller by the time of the Closing. (iii) As of the Closing Date, no suit, action, or other proceeding shall be pending before, and no injunction or order shall have been issued by, any Governmental Authority against Seller, the storage tank Company or other receptacles into which delivery is Buyer that seeks to or would restrain or prohibit any of the Transactions. (iv) Any waiting period (or extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated. (v) Seller shall have delivered to Buyer all deliverables contemplated by Section 2.3. (vi) Since December 31, 2007, no event, change, effect or condition shall have occurred and exist that has had a Material Adverse Effect on the Company. (vii) Each required third-party consent disclosed on Schedule 2.2 (including any consents of a Governmental Authority) shall have been obtained and be in full force and effect. (viii) At least $48,000,000 of the proceeds contemplated by the financing described in the Debt Commitment Letter shall have been made available to Buyer or the Company for purposes of making the payments to be made shall be suitable and of sufficient capacity for at the delivery and they do not already contain any other specification Closing by Buyer pursuant to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensurethis Agreement. (b) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. In addition to any other conditions precedent for the benefit of Buyer expressly set forth in this Agreement, the obligation of Buyer to perform this Agreement is subject to the following conditions unless waived in writing by Buyer: (a) In every case it The representations and warranties of Sellers in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be Closing Date as if made shall be suitable on and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part as of the Closing Date, subject to matters or circumstances of which Buyer so becomes aware prior to ensure. (b) It is the condition precedent Closing and does not provide written notice thereof to liability Seller on any claim relating or prior to the specifications or quality Closing Date; it being understood and agreed by Buyer and Seller that upon closing of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goodstransactions contemplated herein, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted waived any violation by Seller of any representations or warranties hereunder of which Buyer had knowledge prior to the productClosing. (b) Buyer shall have received written waiver of any right of first refusal or right of first offer in a form reasonably acceptable to the Title Company (if such right of first refusal or right of first offer would otherwise be an exception to the Title Policies) and in recordable form, (if the document containing such right of first refusal or right of first offer was itself recorded) to purchase any Land and Hotel held by any Franchisor or Manager and of any other Purchase Rights held by or for the benefit of any other party. (c) Each of the documents referred to in Article X hereof to be executed and delivered by any of the Sellers and/or Operating Tenants shall have been fully executed and delivered as contemplated hereby. (d) The Title Company shall be in a position to “mxxx up” the Title Commitments or deliver the Title Policies to Buyer for the Land and Hotels, in either case in conformance with the provisions of Article XI hereof. (e) Sellers shall have performed all obligations required to be performed by them under this Agreement on or prior to the Closing Date. (f) The product No Material Change in Condition shall have occurred with respect to the Property during the period from the Effective Date through and including the Closing Date. As used herein, the term “Material Change in Condition” means any change in the condition of any of the Hotels and the Land on which the Buyer makes same are located, or any claim shall be preserved intact as delivered. The Seller of the Personal Property, from the condition the same was in on the Effective Date, reasonable wear and tear, to the extent permitted by this Agreement, casualty and taking excepted, that would require the expenditure of (i) $1,000,000 or its agents shall have more with respect to any individual Hotel or parcel of the right Land on which such Hotel is located, or any of the Personal Property, or (ii) $2,000,000 or more with respect to attend all of the Buyer's premises to investigate Hotels and the complaint. Any breach Land on which the same are located and all of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect Personal Property in the productaggregate, and from refusing to accept restore, repair, replace, remediate or otherwise cure (the product“Material Change Threshold”), unless Sellers credit Buyer at Closing an amount equal to the amount by which the cost to repair, replace, remediate or otherwise cure the Material Change in Condition exceeds the Material Change Threshold.

Buyer's Obligation. The obligation of Buyer to perform this Agreement is subject to the following conditions unless waived in writing by Buyer: (a) In every case it the representations and warranties of Seller in this Agreement shall be the responsibility true and correct, as evidenced by a certificate executed and delivered at Closing by an officer of the Buyer to ensure that in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensure.; (b) It is the condition precedent Seller shall have performed all obligations required to liability be performed by it under this Agreement on any claim relating or prior to the specifications or quality Closing Date, as evidenced by a certificate executed and delivered at Closing by an officer of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office.; (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify have, on or before the Seller against all Closing Date, secured a gaming license from the consequences Gaming Authority to own and operate the Seller of complying with the Buyer's instructions in respect of so packing and marking the productHotel/Casino following Closing. (d) If No new notice of the product is delivered type specified in Section 7.04 shall have been received, between the date of this Agreement and the Closing which has resulted or would, if enforced, be likely to result, in: (i) a damaged statematerial closure of the Hotel/Casino after the Closing; or (ii) a material fine or criminal penalty against Buyer. This condition shall be satisfied if Seller: (i) successfully cures or contests the noticed violation, and for such purpose the Closing Date may be extended by Seller at Seller’s election in Seller’s sole discretion, by written notice to Buyer, for one or more periods not to exceed sixty (60) days in the event of lossaggregate; or (ii) pays the fine or agrees that the fine shall, shortageif assessed against Buyer, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details be a Buyer’s Recoverable Loss. A material closure of the alleged damage, loss, shortage, nonHotel/Casino shall mean a closure of a portion or all of the Hotel/Casino that causes cessation of gaming at more than one-delivery, damages or delay. Such notification is required to protect third (1/3) of the Seller against third parties and this condition does not confer any additional rights gaming positions on the BuyerVessel or one-third (1/3) of the guest rooms in the Hotel/Casino. A material fine against Buyer shall mean a fine in excess of $100,000. (e) If No new litigation of the Buyer type specified in Section 7.05 shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then have been filed between the product shall be deemed in all respects to be in accordance with the date of this Agreement and the Buyer Closing. This condition shall be deemed satisfied if: (i) Seller causes such litigation to have accepted be dismissed with prejudice, or adjudicated in Seller’s favor, and, for such purpose, the productClosing Date may be extended by Seller at Seller’s election in Seller’s sole discretion, by written notice to Buyer, for one or more periods not to exceed sixty (60) days in the aggregate; or (ii) if the Title Insurer affirmatively insures Buyer, by endorsement of the Title Policy, against loss resulting from an adverse final adjudication of such litigation and either such Title Insurer or Seller agrees to defend such litigation. (f) The product in respect Buyer acknowledges that it shall not be a condition to Closing that Buyer has a net worth sufficient to satisfy the requirements of which the Master Agreement to cause Seller and its affiliates to be released from liability from the Master Agreement at Closing. In the event that Buyer makes any claim does not satisfy the foregoing net worth test, Seller shall be preserved intact as delivered. The Seller or entitled to its agents remedies under this Agreement. (g) Buyer shall have received the right fully executed Master Agreement Estoppel at or prior to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productClosing.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Assets and assume the Assumed Liabilities is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: 1. The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct as of the Buyer date hereof and, except to ensure the extent of changes or developments expressly contemplated by the terms of this Agreement, on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes caused by the transactions expressly contemplated hereby and except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Seller shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing, except for breaches of such representations and warranties and covenants that, in the case aggregate (without giving effect to any supplements, modifications and updates to the Schedules by Seller prior to the Closing as permitted by this Agreement) would not have a material adverse effect on the Business taken as a whole; and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a Vice President of delivery from Seller confirming the foregoing. 2. No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the purchase and sale of the Assets or the exercise by Buyer of control over the Assets. 3. The waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been terminated. 4. No judicial or administrative proceeding shall be pending or overtly threatened by the DOJ or FTC which seeks to challenge or enjoin the transactions contemplated hereunder under the antitrust laws, which proceeding presents a tanker reasonable likelihood that Buyer will be required to hold separate or installationdivest any material products or assets; provided that, prior to any denial of a request for a preliminary injunction, no such proceeding shall be pending or overtly threatened, irrespective of the likelihood of success. 5. Seller shall have executed and delivered the Transitional Co-Pack Agreement, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensure. (b) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, nonExcluded Business Co-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Pack Agreement and the Buyer Transition Services Agreement (collectively, the "Ancillary Agreements"). 6. Coopers & Xxxxxxx, LLP shall have signed and delivered its audit report with respect to the Audited Financials (as defined below), and there shall be deemed to have accepted no material differences between the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect information reflected in the product, Financial Schedules and from refusing to accept the productcorresponding information reflected in the Audited Financials except as described in the Financial Schedules (including the notes thereto).

Buyer's Obligation. (a) In every case it Buyer’s obligation to purchase the Trex Shares and to consummate the transactions set out herein at the Closing shall be subject to the responsibility fulfillment of all of the Buyer following conditions: 8.1.1 The representations and warranties of Seller contained in this Agreement shall be accurate in all respects as of the date hereof and the Closing Date, as if such representations and warranties were restated on and as of the Closing Date, except for such inaccuracies or breaches as are specifically waived by Buyer; 8.1.2 Seller has performed and complied with, in all respects, all agreements and undertakings required by this Agreement to ensure that in be performed or complied with by Seller or Parent prior to or at the case of delivery from a tanker or installationClosing, including the storage tank Indonesian Disposal; 8.1.3 Since September 30, 2002 to the Closing Date, no change, situation, development or other receptacles into event having, or which delivery is could reasonably be expected to be made have, a Material Adverse Effect shall have occurred; 8.1.4 All Governmental Permits, including clearance by relevant anti-trust authorities, and third party consents for the performance of this Agreement shall have been duly obtained and shall be suitable in full force and effect on the Closing Date; 8.1.5 No preliminary or permanent injunction or other order issued by any court of sufficient capacity for competent jurisdiction or other Governmental Authority, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or Governmental Authority, that declares this Agreement invalid or unenforceable in any significant respect or which prevents the delivery and they do not already contain any other specification to that tendered by consummation of the Seller. transactions contemplated hereby shall be in effect; and 8.1.6 The Buyer shall hold have obtained, on terms and conditions satisfactory to it, the Seller indemnified against provision of adequate financing to complete the consequences of any failure on transactions contemplated by this Agreement and to fund the part working capital needs of the Buyer so to ensureCompanies after the Closing not later than fifteen calendar days following the date hereof. (b) It is 8.1.7 The Buyer shall have obtained the condition precedent to liability on any claim relating approval of its Board of Directors to the specifications or quality transactions contemplated herein. 8.1.8 Buyer’s acceptance of all of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or supplemental disclosures set out in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head OfficeSupplemental Disclosure Certificate. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. The obligation ---------------------- ------------------- of Buyers to consummate the Transactions is subject to the satisfaction (aor waiver by Buyers) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects on and as of such time, except for representations and warranties that are expressly made as of a specific date (in which case such representations and warranties shall be true and correct on and as of such specific date). Seller 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 Seller by the responsibility time of the Buyer Closing. Seller shall have delivered to ensure that in Buyers a certificate dated the case Closing Date and 20 signed by an authorized officer of delivery from a tanker or installation, Seller confirming the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensureforegoing. (bii) It is No temporary restraining order, preliminary or permanent injunction or other order entered, promulgated or issued by any U.S. or U.K. federal, state or local government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality (a "Governmental Entity") preventing the condition precedent to liability on any claim relating to the specifications or quality consummation of the product that such claim is made Transactions shall be in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Officeeffect. (ciii) While The waiting period under the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packagesXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the producthave expired or been terminated. (div) If the product is delivered in a damaged state, or An escrow agreement substantially in the event form of loss, shortage, non-delivery, or delay Exhibit E (the Buyer is required to notify the Seller "Escrow Agreement") shall have been duly executed and the Carriers (if any) within 3 days of delivery giving full details delivered by each of the alleged damageEscrow Agent, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties Buyers and this condition does not confer any additional rights on the BuyerSeller. (ev) If the Buyer Seller shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects cause to be delivered to Buyers opinions of counsel to the Company and Seller to the effect set forth in accordance Exhibit F in form reasonably acceptable to Buyers, on which the Lenders may rely, and to deliver to the Lenders such further customary opinions of counsel as they shall require in connection with the Agreement and the Buyer shall be deemed to have accepted the productBorrowings. (fvi) Buyers shall have received a letter from Xxxxxx Xxxxxxxx & Co. dated the Closing Date and addressed to the Buyers to the effect that the Transactions will qualify for leveraged recapitalization accounting treatment and will not be accounted for as a purchase. (vii) The product conditions set forth in respect each of which the Buyer makes any claim shall be preserved intact commitment letters (including each annex or exhibit thereto) attached hereto as delivered. The Seller or its agents Exhibit G shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productbeen satisfied.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Property and assume the Assumed Liabilities is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing Date of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer date hereof and, except to ensure the extent of changes or developments expressly contemplated by the terms of this Agreement, on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes caused by the transactions expressly contemplated hereby and except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Seller shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing, except for breaches of obligations and covenants that, in the case of delivery from aggregate, would not have a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure material adverse effect on the part Business taken as a whole or Seller’s ability to perform hereunder and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an officer of Seller confirming the Buyer so to ensureforegoing. (bii) It is No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the condition precedent to liability Closing which restrains or prohibits the purchase and sale of the Property or the exercise by Buyer of control over the Property. (iii) Those consents and approvals required from third parties as set forth on any claim the Required Third Party Consents Schedule attached hereto as Schedule 5(a)(iii) shall have been obtained except those consents relating to the specifications or quality assignment of Contracts if the product that failure to obtain such claim is made in writing within 3 days of consent would not have a material adverse effect on the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head OfficeBusiness taken as a whole. (civ) While the Seller will use his best endeavors shall have delivered to comply with any instructions the Buyer may give as Buyer, or to the markings Title Company to be placed on held in escrow, all of the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions items set forth in respect of so packing and marking the productSection 4(c). (dv) If Title Company shall be irrevocably committed to issue at Closing a policy of owner’s title insurance in conformance with the product is delivered in a damaged stateTitle Commitment, or in subject only to the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers Permitted Exceptions (if any) within 3 days of delivery giving full details conditioned upon payment of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect premiums therefore and delivery of the Seller against third parties and this condition does not confer any additional rights on the Buyerdocuments specified herein). (evi) If As of the Buyer shall fail to give such notice Closing Date, the liquor licenses or permits attached hereto as is required in conditions 10 (b) and 10 (d) then the product Schedule 5(a)(vi), or replacements thereof, shall be deemed in all respects to be in accordance with the Agreement full force and the Buyer shall be deemed to have accepted the producteffect. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the responsibility date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). Seller 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 Seller by the time of the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity") or other legal restraint or prohibition preventing the purchase and sale of the Shares shall be in effect. (iv) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), (A) challenging or seeking to restrain or prohibit the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement or seeking to obtain from Buyer or any of its subsidiaries in connection with the purchase and sale of the Shares any damages that are material in relation to Buyer and its subsidiaries taken as a whole, (B) seeking to prohibit or limit the ownership or operation by Buyer, the Company or any of their respective subsidiaries of any material portion of the business or assets of Buyer, the Company or any of their respective subsidiaries, or to compel Buyer, the Company or any of their respective subsidiaries to dispose of or hold separate any material portion of the business or assets of Buyer, the Company or any of their respective subsidiaries, in each case as a result of the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement, (C) seeking to impose limitations on the ability of Buyer to acquire or hold, or exercise full rights of ownership of, the Shares, including the right to vote the Shares on all matters properly presented to the stockholders of the Company or (D) seeking to prohibit Buyer or any of its subsidiaries from effectively controlling the Business in any material respect; provided, however, that this condition shall be deemed to be waived by Buyer as to any suit, action or proceeding that seeks solely monetary damages (except for any suit, action or proceeding by any Governmental Entity) if Seller provides to Buyer indemnification in form and substance reasonably satisfactory to Buyer and its counsel with respect to such suit, action or proceeding. (v) The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (the "HSR 14 9 Act"), if applicable to the purchase and sale of the Shares, shall have expired or been terminated. (vi) Seller shall have entered into the Severance Agreements (as defined in Section 5(h)) and Buyer shall have entered into employment agreements with the two employees identified on Schedule 3(a)-I, in each case on terms and conditions reasonably satisfactory to Buyer. (vii) Seller and Buyer shall have entered into an agreement (the "Seller Registration Rights Agreement") (A) providing that (I) Seller shall not sell, transfer or otherwise dispose of any portion of the Buyer Shares (other than to ensure that in the case an Affiliate of delivery from a tanker Seller (as defined below)) prior to September 30, 1999 and thereafter shall only sell, transfer or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences otherwise dispose of any failure on the part portion of the Buyer so Shares (other than to ensure. (ban Affiliate of Seller) It is in a manner that will not result in the condition precedent to liability on acquisition by any claim relating other person to the specifications or quality extent that, to Seller's knowledge, after giving effect to such acquisition, such acquiring person would hold in excess of 5% of the product that total voting power of all voting securities of Buyer, (II) for a period of five years from the Closing Date, Seller shall not purchase any shares of Buyer Common Stock if such claim is made purchase would result in writing within 3 days Seller's proportionate equity ownership interest in Buyer being equal to or in excess of 15% without Buyer's prior consent and (III) for a period of five years from the Closing Date, Seller shall not participate in any proxy solicitation in respect of Buyer or take any similar actions designed to influence the management and control of Buyer and (B) granting Seller (and any Affiliate of Seller to whom Seller transfers any portion of the delivery concerned Buyer Shares) registration rights in respect of the goods, or Buyer Shares substantially comparable to the rights set forth in the case Registration Rights Agreement dated as of bulk deliveries April 17, 1996 by telephone telex and among Buyer and the Institutional Investors identified therein (provided, however, that the Seller Registration Rights Agreement shall grant Seller an initial demand right in respect of the Buyer Shares and, for so long as Seller continues to own 10% or facsimile to more of the Seller's Head Officeoutstanding shares of Buyer Common Stock, subsequent demand rights). (cix) While Seller shall have obtained all third party consents or waivers that are necessary or materially useful for the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details conduct of the alleged damageBusiness or to consummate the transactions contemplated by this Agreement, loss, shortage, non-delivery, damages or delay. Such notification is required all such consents and waivers being in form and substance satisfactory to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (ex) If All licenses, permits and authorizations issued or granted to the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then Company by Governmental Entities that are necessary or materially useful for the product conduct of the Business shall be deemed in all respects place and not be subject to be in accordance with expiration, revocation or adverse change due to the Agreement and the Buyer Closing or shall be deemed to have accepted the productbeen obtained by Buyer. (fxi) The product Cost of Remediation (as defined in Section 8(a)) shall have been finally determined. (xii) Buyer shall have received an opinion of BancBoston Robexxxxx Stepxxxx Xxx., financial advisor to Buyer, that the transactions contemplated by this Agreement are fair, from a financial point of view, to Buyer. (xiii) Buyer shall have received customary closing certificates pertaining to the Company, including a certificate of good standing from the Secretary of State of the State of Delaware and comparable certificates from the Secretaries of State of each State in which the Company is qualified to do business as a foreign corporation (except such jurisdictions where the failure to be so qualified, individually or in the aggregate, would not have a Seller Material Adverse Effect (as defined in Section 4(b)), each dated as of a date reasonably prior to the Closing Date. (xiv) Buyer shall have received satisfactory assurances in respect of (A) the maintenance of the Company's shipping rights on the Colonial Pipeline System, the Plantation Pipeline System and the other pipeline systems on which the Company holds shipping rights on the date hereof and (B) the Company's continued operation of all Facilities (as defined in Section 4(j)) operated by the Company on the date hereof. (A) Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have established to its satisfaction that the right BP Relationship (as defined below) will continue on and after the Closing Date in a manner that is consistent with the past business dealings of the Company and BP Oil Company ("BP"), 16 11 (B) there shall not have occurred any material adverse change in the BP Relationship and (C) neither Seller, the Company nor Buyer shall have received any notice of an assertion by BP that the BP Relationship is or will be altered in a manner adverse to attend the Buyer's premises to investigate Company or Buyer as a result of the complaint. Any breach transactions contemplated by this Agreement (including any attempted or purported exercise by BP of this condition shall preclude the Buyer from making any claim against the Seller alleged rights of first refusal in respect of any defect in Facility). (xvi) The Buyer Shares shall have been approved for listing, subject to receipt of official notice of listing, by the product, and from refusing to accept the productAmerican Stock Exchange.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Clairol Shares, the International Shares and the Acquired Assets and to assume the Assumed Liabilities is subject to the satisfaction (aor written waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct in all material respects on and as of the Buyer date hereof, except to ensure that the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date) and (ii) the representations and warranties of Seller made in Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11 and 4.14 shall be true and correct in all material respects as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date), in each case in clauses (i) and (ii) except for breaches as to matters that, individually or in the case of delivery from aggregate, would not be reasonably likely to have a tanker Material Adverse Effect. Seller shall have performed or installation, the storage tank or other receptacles into which delivery is complied in all material respects with all obligations and covenants required by this Agreement to be made performed or complied with by Seller by the time of the Closing; PROVIDED, HOWEVER, that for purposes of this condition each of the covenants in Section 5.02 with respect to the conduct by Seller of the Acquired Business from the date hereof to the Closing that are qualified by references to the phrase "consistent with past practice" shall be suitable read as if such phrase were deleted from such covenants. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of sufficient capacity for Seller confirming the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensureforegoing. (b) It is No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, 21 promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY"), or other legal restraint or prohibition shall be in effect preventing (i) the condition precedent to liability on any claim relating purchase and sale of the Clairol Shares or (ii) prior to the specifications Twelve Month Anniversary, the purchase or quality sale of any portion of the product that such claim is made in writing within 3 days International Shares or any portion of the delivery concerned in respect Acquired Assets or the assumption of any portion of the goodsAssumed Liabilities, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Officeextent the exclusion of such portion of the International Shares, Acquired Assets or Assumed Liabilities would be reasonably likely to have a Material Adverse Effect. (ci) While The waiting period under the Seller will use his best endeavors to comply with any instructions Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1970 (xxx "XXX XXX"), xhe Mexican Federal Economic Competition Law (the Buyer may give as "MEXICAN MERGER REGULATION") and Section 123 of the Competition Act (Canada) (the "CANADA COMPETITION ACT"), if applicable to the markings Transaction, shall have expired or been terminated and in Canada, Buyer shall have been advised in writing, in a form and upon terms reasonably satisfactory to Buyer, that the Commissioner of Competition does not oppose the Transaction and will not make an application under Section 92 or any other section of the Competition Act in relation to the Transaction. Any consents, authorizations, orders, approvals, declarations and filings under the HSR Act, the Mexican Merger Regulation, the Canada Competition Act or any other applicable antitrust law, the absence of which would prohibit the consummation of (i) the purchase and sale of the Clairol Shares or (ii) the purchase and sale of any portion of the International Shares or any portion of the Acquired Assets, or the assumption of any portion of the Assumed Liabilities, to the extent the exclusion of such portion of the International Shares, Acquired Assets or Assumed Liabilities would be reasonably likely to have a Material Adverse Effect, shall have been made or obtained. (ii) The Office of Fair Trading shall have indicated, in terms and a form reasonably satisfactory to Buyer, that it is not the intention of the Secretary of the State for Trade and Industry to refer the proposed acquisition of the Clairol Shares, the International Shares and the Acquired Assets and the assumption of the 22 Assumed Liabilities, or any matter arising therefrom, to the Competition Commission; and/or if the Secretary of the State for Trade and Industry makes a reference to the Competition Commission, either: (A) the Competition Commission has concluded, in terms and a form reasonably satisfactory to Buyer, that neither the acquisition of the Clairol Shares, the International Shares and the Acquired Assets and the assumption of the Assumed Liabilities, nor any matter arising therefrom, may be expected to operate against the public interest; and/or (B) the Secretary of the State for Trade and Industry allowing the acquisition of the Clairol Shares, the International Shares and the Acquired Assets and the assumption of the Assumed Liabilities to proceed on terms reasonably satisfactory to the Buyer. Notwithstanding anything else to the contrary herein, on and after the Twelve Month Anniversary of the date of this Agreement, the conditions set forth in Section 3.01(b)(ii) and Section 3.01(c) shall cease to be placed on conditions to Buyer's obligation to purchase and pay for the packagesClairol Shares, the Seller accepts no responsibility for any failure International Shares and the Buyer shall indemnify Acquired Assets and to assume the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the productAssumed Liabilities. (d) If the product is delivered in a damaged stateSeller shall have executed and delivered, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have caused its Affiliates named as parties to any Transaction Document other than this Agreement (the right "OTHER TRANSACTION DOCUMENTS") to attend execute and deliver, the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productOther Transaction Documents.

Buyer's Obligation. In addition to any other conditions precedent for the benefit of Buyer expressly set forth in this Agreement, the obligation of Buyer to perform this Agreement is subject to the following conditions unless waived in writing by Buyer: (a) In every case it The representations and warranties of Sellers in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be Closing Date as if made shall be suitable on and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part as of the Buyer so Closing Date (and no Pre-Closing Disclosure made after the Effective Date shall cause any of such representations and warranties of Sellers in this Agreement to ensurenot be true and correct in all material respects as of the Closing Date). (b) It is the condition precedent Sellers shall have performed all material covenants and obligations required to liability be performed by them under this Agreement on any claim relating or prior to the specifications or quality of Closing Date and shall have delivered to Buyer the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or assignment and assumption documents in the case forms of bulk deliveries by telephone telex or facsimile to Schedules B, C, D, E, and U as well as the Seller's Head OfficeBills of Sale and Deeds. (c) While Buyer shall have received either (i) Title Policies consistent with the Seller will use his best endeavors form of Title Insurance Commitments previously approved in writing by Buyer and as marked by Buyer, or (ii) unconditional and binding commitments to comply issue the Title Policies consistent with any instructions the form of Title Insurance Commitments previously approved in writing by Buyer may give and as marked by Buyer, in each case, in the amount equal to the markings Allocated Purchase Price for the Hotel to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the productwhich each Title Policy relates. (d) If Written notices in form reasonably satisfactory to Buyer, regarding the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details sale of the alleged damageProperty, loss, shortage, non-delivery, damages executed by Sellers and addressed to any governmental body that requires notice of the sale of the Property under applicable legal requirements or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyerorders. (e) If Sellers shall have obtained and delivered to Buyer prior to the Closing Date the following estoppel certificates: (i) an estoppel certificate from the tenant under the Pleasanton Hotel Commercial Lease and an estoppel certificate from the tenant under the Sheraton Hotel Sunnyvale Commercial Lease, each in the form attached hereto as Schedule “V”, provided if such form is not as specified in the Pleasanton Hotel Commercial Lease or the Sheraton Hotel Sunnyvale Commercial Lease, then this condition shall also be deemed satisfied upon receipt by the Buyer of an estoppel certificate in such form as otherwise may be specified in the Pleasanton Hotel Commercial Lease or the Sheraton Hotel Sunnyvale Commercial Lease, or in such other form to be agreed upon by the Buyer and tenant, except that this condition shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall not be deemed satisfied if the estoppel discloses any default under the Pleasanton Hotel Commercial Lease or the Sheraton Hotel Sunnyvale Commercial Lease. (ii) an estoppel certificate from each Third Party Lessee under the Third Party Leases in all respects the form attached hereto as Schedule “W”, provided if such form is not as specified in the Third Party Leases, then this condition shall also be deemed satisfied upon receipt by the Buyer of an estoppel certificate in such form as otherwise may be specified in the Third Party Leases or in such other form to be in accordance with the Agreement agreed upon by each of Buyer and the Buyer Third Party Lessees under the Third Party Leases in their sole discretion, except that this condition shall not be deemed satisfied if the estoppel discloses any default under the Third Party Leases. (iii) an REA Estoppel from each party to have accepted items 7, 8 and 9 of the productMaterial REAs in the form attached hereto as Schedule “AA” provided if such form is not as specified in the applicable Material REA, then this condition shall also be deemed satisfied upon receipt by the Buyer of an estoppel certificate in such form as otherwise may be specified in the applicable Material REA or in such other form to be agreed upon by each of Buyer and the party under the applicable Material REA in their sole discretion, except that this condition shall not be deemed satisfied if an estoppel discloses any default under any Material REA. (f) The product Sellers shall have obtained and delivered to Buyer prior to the Closing Date the following consent: (i) A consent to assignment, executed and delivered by the Ground Lessor under the Ground Lease, in respect such form as required under the terms of the Ground Lease, which consent shall run to the benefit of Sellers and the Buyer makes and all of their respective successors and assigns. Seller shall use diligent and good faith efforts to have such consent run to the benefit of Buyer’s lenders and their successors and assigns. If any claim condition precedent to Buyer’s obligations under this Agreement has not been satisfied as of the Closing Date or waived by Buyer, then Buyer shall be preserved intact entitled in its sole discretion to terminate this Agreement by giving Sellers and Escrow Agent written notice to such effect, whereupon Escrow Agent shall immediately return the Deposit to Buyer, and upon such termination neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement except as delivered. The Seller or its agents shall have may be specifically provided in this Agreement to survive the right to attend the Buyer's premises to investigate the complaint. Any breach termination of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productAgreement.

Buyer's Obligation. The obligations of Buyer to purchase and pay for the Purchased Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of each of the following conditions: (a) In every case it The representations and warranties of Sellers made in this Agreement shall be true and correct in all material respects except where the responsibility failure to be true and correct in all material respects would not have a Material Adverse Effect, in each case as of the Buyer date hereof (except to ensure that in the case extent such representations and warranties speak as of delivery from a tanker or installationspecific earlier date), the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery on and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part as of the Closing, as though made on and as of the Closing Date; and Sellers shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Ameron confirming the foregoing. (b) It is the condition precedent to liability on No injunction or order shall have been granted or issued by any claim relating to the specifications court or quality other Governmental Authority of competent jurisdiction that would restrain or prohibit any of the product Transactions or that such claim is made in writing within 3 days would impose material damages as a result thereof and no Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits the consummation of the delivery concerned in respect Transactions substantially on the terms contemplated hereby or has the effect of making the acquisition of the goods, Business by Buyer or in the case any of bulk deliveries by telephone telex or facsimile to the Seller's Head Officeits Affiliates illegal. (c) While The waiting period (and all extensions thereof) under the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer German Antitrust Laws (if applicable) shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the producthave expired or been terminated. (d) If the product is delivered in a damaged stateThe authorizations, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller approvals and the Carriers (if anyconsents set forth on Schedule 3.1(d) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyershall have been obtained. (e) If Sellers shall have extinguished all Liens that secure indebtedness for borrowed money related to the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the productPurchased Assets. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents Sellers shall have delivered or caused to be delivered (i) the right Bxxx of Sale and the Assignment and Assumption Agreement, in each case duly executed by each Seller which is party thereto, (ii) limited warranty deeds (or the equivalent thereof in any jurisdiction in which limited warranty deeds may not be used) in recordable form for the Acquired Property and (iii) the Ancillary Agreements, in each case duly executed by each Seller which is party thereto. (g) Sellers shall have delivered to attend Buyer an updated Schedule 1.1(b) as updated in accordance with Section 6.10(b). (h) Since the Buyer's premises to investigate the complaint. Any breach of this condition date hereof, there shall preclude the Buyer from making not have been any claim against the Seller in respect of any defect in the product, and from refusing to accept the productMaterial Adverse Effect.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller and ARI made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Seller shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (bii) It is Buyer shall have received an opinion dated the condition precedent Closing Date of Browx, Xxxx & Xeybxxx XXXC, counsel to liability on any claim relating Seller, substantially in the form of Exhibit A. Buyer also shall have received a copy of an opinion addressed to ARI dated the Closing Date from special Delaware counsel to ARI to the specifications or quality effect that the transactions contemplated in this Agreement do not require the approval of the product that such claim is made in writing within 3 days stockholders of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head OfficeARI under Delaware General Corporation Law. (ciii) While No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect, and no statute, rule or regulation of any governmental authority or instrumentality shall have been promulgated or enacted, as of the Seller will use his best endeavors to comply with any instructions Closing which restrains or prohibits the Buyer may give as to purchase and sale of the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the productShares. (div) If No action, suit or other proceeding by any person to restrain or prohibit the product is delivered purchase and sale of the Shares or seeking material damages in a damaged state, or connection therewith shall be pending which in the event written opinion of loss, shortage, non-delivery, or delay the Buyer Buyer's counsel is required reasonably likely to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyersucceed. (ev) If The waiting period under the Buyer shall fail to give such notice as is required in conditions 10 Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (bxxx "XXX Xxx") and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to xxxll have accepted the productexpired or been terminated. (fvi) The product in respect of which the Buyer makes any claim Financing shall be preserved intact as delivered. The Seller or its agents shall have the right available to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller CIT Group under the terms and conditions set forth in respect Schedule 3(a)(vi). (vii) Any consents required under the documents described on Schedule 3(a)(vii) shall have been obtained. (viii) The conditions to the ARI Shareholders' obligations under that Agreement and Plan of any defect in the productCorporate Separation among Seller, and from refusing to accept the productARI, Larrx Xxxxxxxxx xxx Brucx Xxxxxxxxx xxxll have been satisfied or waived.

Buyer's Obligation. The obligation of Buyers to purchase the Assets and the Shares is subject to the satisfaction (aor waiver by Buyers) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Buyer so Closing; and Seller shall have delivered to ensureBuyers a certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (bii) It is Buyers shall have received an opinion or opinions dated the condition precedent Closing Date of Fiddler Gonz lez & Xxxxxxxxx, LLP, Xxxxxxxx & Worcester LLP or Xxxxx Xxxxxx, Esq., in form and substance reasonably satisfactory to liability Buyers. (iii) The waiting period under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired or been terminated. (iv) Seller shall have delivered to the relevant Buyer the following documents, certified by the Secretary or any Assistant Secretary of Seller, as appropriate: (A) the charter, by-laws and corporate books of Seaboard Bakeries; (B) the resolution or resolutions of the board of directors of Seller authorizing the transactions contemplated hereby; (C) a document evidencing the authority and incumbency of the persons executing documents on any claim behalf of Seller relating to the specifications transactions contemplated hereby; (D) deeds of purchase and sale in form and substance reasonably satisfactory to Buyers conveying good and recordable title to the Real Property, free and clear of all liens other than those set forth on the title studies or quality title insurance policies set forth as Schedule 3(a)(iv)(D), easements and restrictions of record which do not unreasonably interfere with the use of the product premises as presently used, and those created by officers and employees of Seller or Seaboard Bakeries under the direct or indirect supervision of Mr. Xxxxx Xxxxxxxx (collectively, "Permitted Encumbrances"); (E) such bills of sale, assignments, and other instruments of transfer and conveyance as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery to Buyers of good title to the Assets and the Shares, free and clear of all liens other than Permitted Encumbrances, but which shall contain no additional warranties (provided that such claim is made in writing within 3 days title to the Seaboard Bakeries Assets that are owned directly by Seaboard Bakeries shall be transferred to CB by transfer of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head OfficeShares). (cv) While Buyers shall have received the Seller will use his best endeavors financing necessary to comply with consummate the transactions contemplated hereby. (vi) There shall not have occurred any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or material adverse change in the event Business caused by fire, explosion, acts of loss, shortage, non-delivery, God or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damagepublic enemy, loss, shortage, non-delivery, damages natural disasters or delay. Such notification is required to protect events of similar nature occurring after the Seller against third parties and this condition does not confer any additional rights on the Buyerdate hereof. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Assets and assume the Assumed Liabilities is subject to the satisfaction (aor, if applicable, waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct on and as of the Closing Date, as though made on and as of the Closing Date, except to the extent of changes or developments expressly permitted by the terms of this Agreement or caused by the transactions contemplated hereby and except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Seller shall have performed or complied with all obligations and covenants contained in Section 6(b) of this Agreement required by this Agreement to be performed or complied with by Seller by the time of the Closing, except for breaches of such representations and warranties and covenants (disregarding for this purpose references to “Material Adverse Effect” (except with respect to Section 5(j) (Material Adverse Effect) in which the reference to “Material Adverse Effect” shall not be disregarded), but for the avoidance of doubt, (x) without disregarding references to “materiality” or other materiality qualifiers (or correlative terms), from representations and warranties so qualified, and (y) with such references to “Material Adverse Effect” (other than in Section 5(j) (Material Adverse Effect)) being replaced with references to “materiality” (or other materiality qualifiers (or correlative terms))) that, in the aggregate, together with all information disclosed in any supplements, modifications and updates to the Schedules hereto by Seller prior to the Closing as permitted by this Agreement, would not have a Material Adverse Effect; and Seller shall have performed or complied in all material respects with all material obligations and covenants (other than the obligations and covenants contained in Section 6(b)); and Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a senior executive officer of Seller on behalf of Seller confirming the foregoing; (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the consummation of the sale and purchase of the Assets and the assumption of the Assumed Liabilities; (iii) The waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), shall have expired or been terminated; (iv) Seller shall have obtained the third party consent set forth in Schedule 4(a)(iv); (v) Seller shall have delivered to Buyer either (A) (1) a pay-off letter in customary form providing Seller and Buyer (or, if not addressed to Buyer, permitting Buyer to ensure rely on such letter) with confirmation that in all Encumbrances on the case of delivery from a tanker or installationAssets securing the obligations under the Credit Agreement, dated March 15, 2004, among Seller, the storage tank loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. (f/k/a Bank One, N.A.) and Banc One Capital Markets, Inc., as amended (the “Credit Agreement”), including those granted under the Pledge and Security Agreement, dated March 15, 2006, between Seller and JPMorgan Chase Bank, N.A. (the “Security Agreement”), have been or other receptacles into which delivery is will have been released effective as of the payment in full of a definitive amount (either expressly or by means of objective calculation) equal to the amount necessary to pay the obligations under such Credit Agreement (the “Payoff Amount”) and authorizing Seller or Buyer to file the applicable UCC termination statements with respect to such Encumbrances, and (2) an instruction letter from Seller to Buyer instructing Buyer to wire transfer to the agent under such Credit Agreement such Payoff Amount (the parties acknowledging that such amount will be made shall be suitable and paid from the Estimated Purchase Price), or (B) evidence of sufficient capacity for the delivery and they do not already contain any other specification filing of all UCC termination statements with respect to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure all Encumbrances on the part of Assets securing the Buyer so to ensure.obligations under such Credit Agreement, including those granted under the Security Agreement; (bvi) It is Each of Seller’s stockholders shall have executed and delivered the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office.Stockholder Indemnification Agreement; (cvii) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller Each of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days Acquired Subsidiaries shall have executed and delivered the Release of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer.Claims; (eviii) If the Buyer This Agreement shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be not have been terminated in accordance with Section 11; and (ix) Seller and each of Seller’s stockholders (and related individuals) identified on Schedule 1(s) shall have executed and delivered the Agreement Noncompetition Agreements. Any condition specified in this Section 4(a) (other than Section 4(a)(iii)) may be waived by a written instrument signed by Buyer and the Buyer all conditions specified in this Section 4(a) shall be deemed to have accepted been satisfied or waived from and after the product. (fClosing. The condition specified in Section 4(a)(iv) The product in respect of which the Buyer makes any claim shall be preserved intact deemed satisfied if either (x) Seller and Buyer enter into an Alternative Agreement at or before Closing as delivered. The described in Section 9(a)(iv), or (y) Seller or its agents shall have the right (and/or Alternative Seller and/or Successor) and Buyer enter into an amended Agreement as contemplated pursuant to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productSection 9(j).

Buyer's Obligation. The obligation of Buyer to perform this Agreement is subject to the following conditions unless waived in writing by Buyer: (a) In every case it the representations and warranties of Seller in this Agreement shall be the responsibility true and correct, as evidenced by a certificate executed and delivered at Closing by an officer of the Buyer to ensure that in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensure.; (b) It is the condition precedent Seller shall have performed all obligations required to liability be performed by it under this Agreement on any claim relating or prior to the specifications or quality Closing Date, as evidenced by a certificate executed and delivered at Closing by an officer of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office.; (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify have, on or before the Seller against all Closing Date, secured a gaming license from the consequences Gaming Authority to own and operate the Seller of complying with the Buyer's instructions in respect of so packing and marking the productHotel/Casino following Closing. (d) If No new notice of the product is delivered type specified in Section 7.04 shall have been received, between the date of this Agreement and the Closing which has resulted or would, if enforced, be likely to result, in: (i) a damaged statematerial closure of the Hotel/Casino after the Closing; or (ii) a material fine or criminal penalty against Buyer. This condition shall be satisfied if Seller: (i) successfully cures or contests the noticed violation, and for such purpose the Closing Date may be extended by Seller at Seller’s election in Seller’s sole discretion, by written notice to Buyer, for one or more periods not to exceed sixty (60) days in the event of lossaggregate; or (ii) pays the fine or agrees that the fine shall, shortageif assessed against Buyer, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details be a Buyer’s Recoverable Loss. A material closure of the alleged damage, loss, shortage, nonHotel/Casino shall mean a closure of a portion or all of the Hotel/Casino that causes cessation of gaming at more than one-delivery, damages or delay. Such notification is required to protect third (1/3) of the Seller against third parties and this condition does not confer any additional rights gaming positions on the BuyerVessel or one-third (1/3) of the guest rooms in the Hotel/Casino. A material fine against Buyer shall mean a fine in excess of $100,000. (e) If No new litigation of the Buyer type specified in Section 7.05 shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then have been filed between the product shall be deemed in all respects to be in accordance with the date of this Agreement and the Buyer Closing. This condition shall be deemed satisfied if: (i) Seller causes such litigation to have accepted be dismissed with prejudice, or adjudicated in Seller’s favor, and, for such purpose, the productClosing Date may be extended by Seller at Seller’s election in Seller’s sole discretion, by written notice to Buyer, for one or more periods not to exceed sixty (60) days in the aggregate; or (ii) if the Title Insurer affirmatively insures Buyer, by endorsement of the Title Policy, against loss resulting from an adverse final adjudication of such litigation and either such Title Insurer or Seller agrees to defend such litigation. (f) The product in respect Buyer acknowledges that it shall not be a condition to Closing that Buyer has a net worth sufficient to satisfy the requirements of which the Master Agreement to cause Seller and its Affiliates to be released from liability from the Master Agreement at Closing. In the event that Buyer makes any claim does not satisfy the foregoing net worth test, Seller shall be preserved intact as delivered. The Seller or entitled to its agents remedies under this Agreement. (g) Buyer shall have received the right fully executed Master Agreement Estoppel at or prior to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productClosing.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Clairol Shares, the International Shares and the Acquired Assets and to assume the Assumed Liabilities is subject to the satisfaction (or written waiver by Buyer) as of the Closing of the following conditions: (a) In every case it (i) The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct in all material respects on and as of the Buyer date hereof, except to ensure that the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date) and (ii) the representations and 12 warranties of Seller made in Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11 and 4.14 shall be true and correct in all material respects as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date), in each case in clauses (i) and (ii) except for breaches as to matters that, individually or in the case of delivery from aggregate, would not be reasonably likely to have a tanker Material Adverse Effect. Seller shall have performed or installation, the storage tank or other receptacles into which delivery is complied in all material respects with all obligations and covenants required by this Agreement to be made performed or complied with by Seller by the time of the Closing; PROVIDED, HOWEVER, that for purposes of this condition each of the covenants in Section 5.02 with respect to the conduct by Seller of the Acquired Business from the date hereof to the Closing that are qualified by references to the phrase "consistent with past practice" shall be suitable read as if such phrase were deleted from such covenants. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of sufficient capacity for Seller confirming the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensureforegoing. (b) It is No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY"), or other legal restraint or prohibition shall be in effect preventing (i) the condition precedent to liability on any claim relating purchase and sale of the Clairol Shares or (ii) prior to the specifications Twelve Month Anniversary, the purchase or quality sale of any portion of the product that such claim is made in writing within 3 days International Shares or any portion of the delivery concerned in respect Acquired Assets or the assumption of any portion of the goodsAssumed Liabilities, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Officeextent the exclusion of such portion of the International Shares, Acquired Assets or Assumed Liabilities would be reasonably likely to have a Material Adverse Effect. (c) While (i) The waiting period under the Seller Hart-Scott- Rodino Antitrust Improvements Act of 1976 (the "HSX XXX"), xhe Xxxxxan Federal Economic Competition Xxx (xxx "XXXXXXX XERGER REGULATION") and Section 123 of 00 xxx Xxxxxxxxxxx Xxx (Xxxxxx) (xxx "XXXXXX XXXXXXXXXXX XXX"), xx xxxxxxxxxx xx xxx Xxxxxxxxion, shall have expired or been terminated and in Canada, Buyer shall have been advised in writing, in a form and upon terms reasonably satisfactory to Buyer, that the Commissioner of Competition does not oppose the Transaction and will use his best endeavors to comply with not make an application under Section 92 or any instructions other section of the Buyer may give as Competition Act in relation to the markings to be placed on Transaction. Any consents, authorizations, orders, approvals, declarations and filings under the packagesHSR Act, the Seller accepts no responsibility for Mexican Merger Regulation, the Canada Competition Act or any failure other applicable antitrust law, the absence of which would prohibit the consummation of (i) the purchase and sale of the Buyer shall indemnify Clairol Shares or (ii) the Seller against all purchase and sale of any portion of the consequences International Shares or any portion of the Acquired Assets, or the assumption of any portion of the Assumed Liabilities, to the Seller extent the exclusion of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details such portion of the alleged damageInternational Shares, loss, shortage, non-delivery, damages Acquired Assets or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall Assumed Liabilities would be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed reasonably likely to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents a Material Adverse Effect, shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productbeen made or obtained.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Shares, the UK Assets and the Other Assets and assume the UK Assumed Liabilities and the Assumed Liabilities is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Sellers made in this Agreement (other than those in Section 4(q)(ii)) shall be the responsibility true and correct as of the Buyer to ensure that date hereof and such representations and warranties (together with the representations and warranties made in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be made UK Asset Purchase Agreement) shall be suitable true and correct on and as of sufficient capacity for the delivery Closing Date, as though made on and they do not already contain any other specification as of the Closing Date, except to that tendered the extent of changes or developments contemplated by the Seller. The Buyer shall hold the Seller indemnified against the consequences terms of any failure on the part of the Buyer so to ensure. (b) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office. (c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product. (d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer UK Asset Purchase Agreement and except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Sellers shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Sellers by the (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be deemed to have accepted in effect as of the product.Closing which restrains or prohibits the consummation of the Stock Purchase and the transfer of the Other Assets; (fiii) The product in respect waiting period under the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of which 1976, as amended (the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents "HSR Act"), shall have expired or been terminated; and (iv) Sellers, the right Companies and the Subsidiary (as appropriate) shall have executed and delivered, or shall have caused to attend be executed and delivered, the Buyer's premises to investigate Co-Generation Guaranty Assignment, the complaint. Any breach of this condition shall preclude Development Agreement, the Buyer from making any claim against Distribution Agreement, the Seller in respect of any defect in Know-How License Agreement, the productLease Agreement, the Transition Services Agreement, the Technology License Agreement, the Trademark License Agreement, the Tulare License Agreement and from refusing to accept the productUK Asset Purchase Agreement, (collectively, the "Ancillary Agreements").

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (aor waiver by Buyer) In every case it as of the Closing of the following conditions: (i) The representations and warranties of Seller and ARI made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date hereof and on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Seller shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (bii) It is Buyer shall have received an opinion dated the condition precedent Closing Date of Xxxxx, Xxxx & Xxxxxxx PLLC, counsel to liability on any claim relating Seller, substantially in the form of Exhibit A. Buyer also shall have received a copy of an opinion addressed to ARI dated the Closing Date from special Delaware counsel to ARI to the specifications or quality effect that the transactions contemplated in this Agreement do not require the approval of the product that such claim is made in writing within 3 days stockholders of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head OfficeARI under Delaware General Corporation Law. (ciii) While No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect, and no statute, rule or regulation of any governmental authority or instrumentality shall have been promulgated or enacted, as of the Seller will use his best endeavors to comply with any instructions Closing which restrains or prohibits the Buyer may give as to purchase and sale of the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the productShares. (div) If No action, suit or other proceeding by any person to restrain or prohibit the product is delivered purchase and sale of the Shares or seeking material damages in a damaged state, or connection therewith shall be pending which in the event written opinion of loss, shortage, non-delivery, or delay the Buyer Buyer's counsel is required reasonably likely to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyersucceed. (ev) If The waiting period under the Buyer Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the productexpired or been terminated. (fvi) The product in respect of which the Buyer makes any claim Financing shall be preserved intact as delivered. The Seller or its agents shall have the right available to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller CIT Group under the terms and conditions set forth in respect Schedule 3(a)(vi). (vii) Any consents required under the documents described on Schedule 3(a)(vii) shall have been obtained. (viii) The conditions to the ARI Shareholders' obligations under that Agreement and Plan of any defect in the productCorporate Separation among Seller, ARI, Xxxxx Xxxxxxxxx and from refusing to accept the productXxxxx Xxxxxxxxx shall have been satisfied or waived.

Buyer's Obligation. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer in writing) as of the Closing of the following conditions: (a) In every case it The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct in all material respects as of the Buyer to ensure that date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Seller shall have performed or complied in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Seller shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (b) It is Buyer shall have received an opinion dated the condition precedent Closing Date of Xxxxxx, Xxxx & Xxxxxxxx, counsel to liability on any claim relating Seller, as to the specifications or quality matters set forth in Exhibit D, an opinion dated the Closing Date of the product that such claim is made in writing within 3 days Xxxxxx X. Miley, Esq., General Counsel of the delivery concerned in respect of the goodsSeller, or in the case of bulk deliveries by telephone telex or facsimile as to the matters set forth in Exhibit E, and an opinion dated the Closing Date of Xxxxxxxx, Xxxxxx & Finger, special Delaware counsel to Seller's Head Office, which opinions shall be reasonably satisfactory in form to Buyer. (c) While No injunction or order shall have been granted by any court or administrative agency or instrumentality of competent jurisdiction that would restrain or prohibit any of the Seller will use his best endeavors Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any court or administrative agency or instrumentality of competent jurisdiction in which any person seeks such a remedy (if in the written opinion of counsel to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller there exists a reasonable risk of complying with the Buyer's instructions a material adverse result in respect of so packing and marking the productsuch pending action or proceeding). (d) If Seller shall have executed and delivered the product is delivered in a damaged stateExclusive Manufacturing Agreement, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller Sublease and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the BuyerLicense Agreement. (e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.

Buyer's Obligation. The obligation of Buyer to consummate the transactions contemplated by this Agreement, including the execution and delivery of the Note to Seller, is subject to the satisfaction (aor waiver by Buyer) In every case it of each of the following conditions: (i) The representations and warranties of Seller made under this Agreement, considered individually or collectively (without giving effect to any supplement to the Disclosure Schedule), shall be the responsibility true and correct as of the Buyer to ensure that date hereof and (except as they may be affected by transactions contemplated hereby or by activities after the date of this Agreement in the case ordinary course of delivery from business) immediately before the Closing, as though made immediately before the Closing, except where the failure to be so true and correct would not have a tanker Material Adverse Effect (as defined in Section 4); each of the representations and warranties of Seller set forth in Sections 4(c) and 4(e) or installationin the form of Note Purchase Agreement attached as Exhibit A, considered individually (without giving effect to any supplement to the Disclosure Schedule), shall be true and correct in all respects as of the date hereof and immediately before the Closing, as though made immediately before the Closing. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement, the storage tank Note Purchase Agreement or other receptacles into which delivery is the Note to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Closing; and Seller shall have delivered to Buyer shall hold a certificate executed by an authorized officer of Seller dated the Seller indemnified against Closing Date confirming the consequences of any failure on the part of the Buyer so to ensureforegoing. (bii) It is Buyer shall have received an opinion of Faegre & Benson LLP, special counsel to Seller, substantially in the condition precedent to liability on xxxx xf Exhibit B; an opinion of Frank W. Bonvino, General Counsel of Seller, substantially ix xxx xxxx xx Xxhibit C; and an opinion of Travieso Evans Hughes Arria Rengel & Paz, special Venezuelan xxxxxxx xx Xxlxxx, xuxxxxxxxxxxx in xxx form of Exhibit D; each of which opinions shall be dated the Closing Date. (iii) No action, lawsuit, proceeding, or investigation by any claim relating government body shall be pending or, to the specifications knowledge of Seller, threatened in writing by the governmental body wherein a judgment or quality order is reasonably likely to be issued that would prevent any of the product transactions contemplated hereby or cause such transactions to be declared unlawful; no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that such claim is made in writing within 3 days restrains or prohibits the consummation of the delivery concerned transactions contemplated hereby; no law shall be in respect effect which shall make illegal Buyer's acquisition of the goodsShares; and no war or similar civil insurrection in Venezuela shall be continuing that would have a material adverse effect upon the Subsidiaries' ability to operate their businesses, taken as a whole, following the Closing. (iv) All filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "XXX Xxt"), shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated. (v) Since the date of this Agreement, no incident or event (other than those expressly contemplated by this Agreement, including Section 8) shall have occurred that, individually or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Officeaggregate, has a Material Adverse Effect. (cvi) While The consents, approvals, and other actions listed on Exhibit E by third parties and governmental entities or authorities that are required for the Seller will use his best endeavors to comply with any instructions consummation of the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer transactions shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the producthave been obtained. (dvii) If Seller shall have caused the product is Company to transfer the shares of capital stock of Robin Hood Multifoods, Inc., a Canadian corporation ("Robin Xxxx") xxx Multifoods Venezuela, C.A., a Venezuelan coxxxxxxxxx ("Monaca Subsidiary") to Seller and certain assets of Molinos Nacionales, C.A. (MONACA) to an indirect subsidiary of Seller, each in accordance with Section 8(j). (viii) all intercompany loans and accounts between any of the Company or the Subsidiaries, on the one hand, and Seller or any of its other affiliates, including Robin Hood, on the other hand, shall have been paid in full xxx xxx xxher agreements and arrangements between any of the Company or the Subsidiaries, on the one hand, and Seller or any of its other affiliates, including Robin Hood, on the other hand, required by this Agreement to xx xxxxxxated at or prior to Closing shall have been terminated. (ix) On the Closing Date, Seller shall have delivered to Buyer the following: (A) certified copies of resolutions duly adopted by Seller's Board of Directors approving the execution, delivery, and performance of this Agreement and the Note Purchase Agreement and the consummation of the transactions contemplated hereby and thereby; (B) copies of the certificate of incorporation of the Company certified by Delaware Secretary of State as of a recent date and copies of the charter documents of Inversiones Monaca, C.A. ("Inversiones"), Molinos Nacionales, C.A. (MONACA), and AGROMONACA, C.A. (collectively, the "Subsidiaries"); (C) copies of the bylaws of the Company, certified by the Secretary of the Company, and copies of the bylaws of the Subsidiaries; (D) a good standing certificate, as of a recent date, for the Company from the Delaware Secretary of State; and (E) an assignment separate from certificate, in a damaged stateform and substance reasonably satisfactory to counsel for Buyer, or sufficient to transfer to Buyer Seller's right, title, and interest in the event Shares. (x) All proceedings to be taken by Seller in connection with the consummation of loss, shortage, non-delivery, or delay the Buyer is Closing and the other transactions contemplated hereby and all documents required to notify be delivered by Seller in connection with the Seller transactions contemplated hereby, including the transfer of Seller's right, title, and interest in the Carriers (if any) within 3 days of delivery giving full details of the alleged damageShares to Buyer, loss, shortage, non-delivery, damages or delay. Such notification is required will be reasonably satisfactory to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer. (exi) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have executed and delivered to Buyer the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the productNote Purchase Agreement.

Buyer's Obligation. The obligations of Buyer to purchase and pay for the Assets and assume the Assumed Liabilities are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) In every case it The representations and warranties of Seller made in this Agreement shall be the responsibility true and correct: (i) in all material respects as of the Buyer date hereof; and (ii) on and as of the Closing Date, as though made on such date, (x) except for those representations and warranties which refer to ensure that facts existing at a specific date, (y) except as specifically contemplated by this Agreement, and (z) except changes resulting from the operation of the Business in the case ordinary course in accordance with the provisions of delivery from this Agreement, none of which individually or in the aggregate has a tanker Material Adverse Effect. Seller shall have performed or installation, the storage tank or other receptacles into which delivery is complied in all material respects with all obligations and covenants required by this Agreement to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered performed or complied with by Seller by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part time of the Closing; and Seller shall have delivered to Buyer so to ensurea certificate dated the Closing Date and signed by an authorized officer of Seller confirming the foregoing. (b) It is No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction which, in the condition precedent opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, involves a reasonable likelihood of an injunction, order, decree, ruling or charge that could reasonably be expected to liability on (w) prevent consummation of any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days transactions contemplated by this Agreement or any related instruments and agreements; (x) cause any of the delivery concerned transactions contemplated by this Agreement or related instruments and agreements to be rescinded following consummation; (y) affect adversely the right of Buyer to own the Assets or to operate the Business; or (z) cause Buyer to owe significant damages to any governmental entity or third party (and no such injunction, judgment, order, decree, ruling or charge shall be in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Officeeffect). (c) While The waiting period under the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer HSR Act shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the producthave expired or been terminated. (d) If Since the product is delivered date hereof, there shall not have occurred any changes in the assets, liabilities, earnings, factual basis for EACs or financial condition of the Business or any developments that have had or are reasonably likely to result in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the BuyerMaterial Adverse Effect. (e) If the Buyer shall fail have received sufficient funds to give enable it to pay the Purchase Price and otherwise consummate the transactions contemplated by this Agreement. The foregoing conditions are for the sole benefit of Buyer and may be waived by Buyer, in whole or in part, at any time and from time to time in the sole discretion of Buyer. The failure by Buyer at any time to exercise any of the foregoing rights shall not be deemed a wavier of any such notice as is required in conditions 10 (b) right and 10 (d) then the product each such right shall be deemed in all respects to an ongoing right which may be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product. (f) The product in respect of which the Buyer makes asserted at any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, time and from refusing time to accept time prior to the productClosing Date.