Common use of Closing Conditions of the Purchaser Clause in Contracts

Closing Conditions of the Purchaser. The obligation of the Vendors to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Requisite Vendors in their sole discretion: (a) the representations and warranties of the Purchaser contained in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties had been made on the Closing Date; (b) the Purchaser and the Parent shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date; (c) evidence that all Warrants disclosed in 3.1.4(b) of the Vendors’ Disclosure Letter have been exercised or cancelled in connection with Closing; (d) the Purchaser shall deliver or cause to be delivered to the Corporation, for and on behalf of the Vendors, at or prior to Closing, the following: (i) a certificate signed by an officer of the Purchaser addressed to the Vendors dated the Closing Date confirming that the conditions described in Sections 5.9.1(a) and 5.9.1(b) have been performed, satisfied or complied with as of the Closing Date; (ii) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d); (iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and a certificate of registration of a company in respect of the Parent issued by appropriate Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing; (iv) a factual certificate of the secretary or other officer of the Purchaser dated as of the Closing Date, certifying: (I) the articles and by-laws of the Purchaser; and (II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion of the transactions contemplated hereby, all in form and substance satisfactory to the Requisite Vendors, acting reasonably; (v) the Escrow Agreement, duly executed by the Purchaser and the Escrow Agent; (vi) the Paying Agent Agreement, duly executed by the Purchaser and the Paying Agent; (vii) a copy of each Insider Share Escrow Agreement executed by the Parent; (viii) a copy of each Investor Share Escrow Agreement executed by the Parent; (ix) the RCAs, duly executed by the Purchaser; (x) a copy of each option loan agreement duly exercised by the lender; (xi) a copy of each warrant loan agreement duly exercised by the lender; and (xii) an executed copy of the bound R&W Policy, in form and substance satisfactory to the Requisite Vendors, acting reasonably.

Closing Conditions of the Purchaser. The obligation obligations of the Vendors Purchaser to complete effect the transactions contemplated by this Agreement is shall be subject to the following conditions to be fulfilled or performed at satisfaction on or prior to Closing, which conditions are for the exclusive benefit Closing Date of the Vendors and following conditions, any one or more of which may be waived, in whole or in part, waived by the Requisite Vendors Purchaser in their sole discretionaccordance with Section 8.4: (a) the All representations and warranties of made by the Purchaser contained Company in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Closing Date as if again made by the Company on and as of such representations and warranties had been made on the Closing Date;date. (b) the Purchaser and the Parent The Company shall have performed each of its in all material respects all obligations required under this Agreement to the extent required to be performed by it on or before the Closing Date;. (c) evidence The Purchaser shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that all Warrants disclosed the conditions specified in 3.1.4(bthe foregoing paragraphs (a) and (b) of the Vendors’ Disclosure Letter this Section 6 hereof have been exercised or cancelled in connection with Closing;fulfilled. (d) the The Purchaser shall deliver or cause to be delivered have received from the General Counsel of the Company an opinion, dated the Closing Date, with respect to the Corporation, for and on behalf matters set forth in Exhibit C hereto. (e) The Company shall have executed the Registration Rights Agreement. (f) The Certificate of Designation shall have been filed by the Company with the Secretary of State of the VendorsState of Delaware. (g) All conditions to the obligations of the parties to the Purchase Agreement to consummate the transactions contemplated by such agreement shall have been satisfied or waived (other than conditions set forth in Sections 5.11 and 6.5 of such agreement) and the Company shall be ready, at willing and able to close such transaction. (h) During the period from December 31, 2001 to the Closing Date, there shall not have been any fact, circumstance or prior development that has had or would reasonably be expected to Closing, the following:have a Material Adverse Effect. (i) a certificate signed by an officer of the Purchaser addressed to the Vendors dated the Closing Date confirming that the conditions described in Sections 5.9.1(aThe consents, waivers, authorizations and approvals set forth on Schedules 3.5(a) and 5.9.1(b3.5(b) shall have been performed, satisfied or complied with as of duly obtained and shall be in full force and effect on the Closing Date;. (iij) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d); (iii) a certificate of status, compliance, good standing No preliminary or like certificate with respect to the Purchaser and a certificate of registration of a company in respect of the Parent permanent injunction or other order issued by appropriate any Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing; (iv) a factual certificate of Entity, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any Governmental Entity, which declares the secretary Transaction Documents or other officer of the Purchaser dated as of Preferred Stock invalid or unenforceable in any respect or which prevents the Closing Date, certifying: (I) the articles and by-laws of the Purchaser; and (II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion consummation of the transactions contemplated herebyhereby or thereby, all shall be in form effect; and substance satisfactory no action or proceeding before any Governmental Entity shall have been instituted by a Governmental Authority or other person or threatened by any Governmental Entity which seeks to prevent or delay the Requisite Vendors, acting reasonably;consummation of the transactions contemplated by the Transaction Documents or the Preferred Stock or which challenges the validity or enforceability of the Transaction Documents or the Preferred Stock. (vk) There shall not have occurred since the Escrow Agreement, duly executed by date of this Agreement any downgrading in the Purchaser and the Escrow Agent; (vi) the Paying Agent Agreement, duly executed by the Purchaser and the Paying Agent; (vii) a copy of each Insider Share Escrow Agreement executed by the Parent; (viii) a copy of each Investor Share Escrow Agreement executed by the Parent; (ix) the RCAs, duly executed by the Purchaser; (x) a copy of each option loan agreement duly exercised by the lender; (xi) a copy of each warrant loan agreement duly exercised by the lender; and (xii) an executed copy rating accorded any of the bound R&W PolicyCompany's senior unsecured securities below BBB-, in form Baa3 or BBB- by any one of Standard & Poor's Ratings Services, Xxxxx'x Investors Service and substance satisfactory to the Requisite VendorsFitch Ratings, acting reasonablyrespectively.

Closing Conditions of the Purchaser. 11.1 Purchaser’s Conditions The obligation of the Vendors Purchaser’s obligations to complete the transactions contemplated by this Agreement is purchase of the Purchased Shares shall be subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Requisite Vendors in their sole discretionconditions: (a) the all representations and warranties of the Vendor in favour of the Purchaser as contained in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects to the extent not qualified by materiality or Material Adverse Effect and in all respects to the extent qualified by materiality or Material Adverse Effect as of the Closing Date as if made on and as of such date (except for representations and warranties had been made on as of a specified date, the Closing Dateaccuracy of which shall be determined as of that specified date); (b) the Purchaser and the Parent shall have performed each of its obligations under this Agreement to the extent required all covenants to be performed on or before by the Vendor by the Closing DateDate as contained in this Agreement shall have been performed and the Vendor shall have complied in all material respects with its covenants in this Agreement; (c) evidence that all Warrants disclosed in 3.1.4(b) the minute books of the Vendors’ Disclosure Letter Mexgold shall have been exercised delivered to the Purchaser and shall be complete and accurate as to form and content in all material respects and shall not contain or cancelled in connection with Closingdisclose any materially adverse information or facts which have not previously been disclosed to the Purchaser; (d) the Purchaser shall deliver or cause to be delivered to Vendor having obtained by the Corporation, for and on behalf of the Vendors, at or prior to Closing, the following: Closing Date all necessary (i) a certificate signed by an officer approvals from applicable Governmental Authorities, including the Key Vendor Regulatory Consents and (ii) third party consents, including the Key Vendor Third Party Consents; and (e) since the date of this Agreement, there shall not have been any Material Adverse Effect. The foregoing conditions are provided for the sole benefit of the Purchaser addressed to (excepting paragraph (c) which is provided for the Vendors dated mutual benefit of the Closing Date confirming that Vendor and the conditions described in Sections 5.9.1(aPurchaser) and 5.9.1(bmay be waived in whole or in part by the Purchaser at its sole discretion (except paragraph (c) have been performed, satisfied or complied with as which must be waived by each of the Closing Date; (ii) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d); (iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and a certificate the Vendor). Notwithstanding any such waiver of registration paragraph (a), the completion of a company the purchase and sale contemplated by this Agreement by the Purchaser shall not prejudice or affect in any way the rights of the Purchaser in respect of the Parent issued by appropriate Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing; (iv) a factual certificate warranties and representations of the secretary or other officer of the Purchaser dated as of the Closing Date, certifying: (I) the articles and by-laws of the Purchaser; and (II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion of the transactions contemplated hereby, all Vendor in form and substance satisfactory to the Requisite Vendors, acting reasonably; (v) the Escrow this Agreement, duly executed by the Purchaser and the Escrow Agent; (vi) the Paying Agent Agreement, duly executed by the Purchaser and the Paying Agent; (vii) a copy of each Insider Share Escrow Agreement executed by the Parent; (viii) a copy of each Investor Share Escrow Agreement executed by the Parent; (ix) the RCAs, duly executed by the Purchaser; (x) a copy of each option loan agreement duly exercised by the lender; (xi) a copy of each warrant loan agreement duly exercised by the lender; and (xii) an executed copy of the bound R&W Policy, in form and substance satisfactory to the Requisite Vendors, acting reasonably.

Closing Conditions of the Purchaser. The obligation obligations of the Vendors Purchaser to complete effect the transactions contemplated by this Agreement is shall be subject to the following conditions to be fulfilled or performed at satisfaction on or prior to Closing, which conditions are for the exclusive benefit Closing Date of the Vendors and following conditions, any one or more of which may be waived, in whole or in part, waived by the Requisite Vendors Purchaser in their sole discretionaccordance with Section 7.4: (a) the All representations and warranties of made by the Purchaser contained Seller in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects (except that the representations and warranties made in Section 2.1(c) and Section 2.2 shall be true and correct in all respects) on and as of the Closing Date as if again made by the Seller on and as of such representations and warranties had been made on the Closing Date;date. (b) the Purchaser and the Parent The Seller shall have performed each of its in all material respects all obligations required under this Agreement to the extent required to be performed by it on or before the Closing Date;. (c) evidence The Purchaser shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Seller, certifying that all Warrants disclosed the conditions specified in 3.1.4(bthe foregoing paragraphs (a) and (b) of the Vendors’ Disclosure Letter this Section 5 have been exercised or cancelled in connection with Closing;satisfied. (d) the Purchaser The consents, waivers, authorizations and approvals set forth on Schedule 3(c) shall deliver or cause to be delivered to the Corporation, for and on behalf of the Vendors, at or prior to Closing, the following: (i) a certificate signed by an officer of the Purchaser addressed to the Vendors dated the Closing Date confirming that the conditions described in Sections 5.9.1(a) and 5.9.1(b) have been performed, satisfied or complied with as of obtained and shall be in full force and effect on the Closing Date;. (iie) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d); (iii) a certificate of status, compliance, good standing No preliminary or like certificate with respect to the Purchaser and a certificate of registration of a company in respect of the Parent permanent injunction or other order issued by appropriate any Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing; (iv) a factual certificate of Entity, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any Governmental Entity, which declares this Agreement or the secretary Preferred Stock invalid or other officer of unenforceable in any respect or which prevents the Purchaser dated as of the Closing Date, certifying: (I) the articles and by-laws of the Purchaser; and (II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion consummation of the transactions contemplated herebyhereby or thereby, all shall be in form and substance satisfactory to the Requisite Vendors, acting reasonably; (v) the Escrow Agreement, duly executed by the Purchaser and the Escrow Agent; (vi) the Paying Agent Agreement, duly executed by the Purchaser and the Paying Agent; (vii) a copy of each Insider Share Escrow Agreement executed by the Parent; (viii) a copy of each Investor Share Escrow Agreement executed by the Parent; (ix) the RCAs, duly executed by the Purchaser; (x) a copy of each option loan agreement duly exercised by the lender; (xi) a copy of each warrant loan agreement duly exercised by the lendereffect; and (xii) an executed copy no action or proceeding before any Governmental Entity shall have been instituted by a Governmental Entity or threatened by any Governmental Entity which seeks to prevent or delay the consummation of the bound R&W Policy, in form and substance satisfactory to transactions contemplated by this Agreement or which challenges the Requisite Vendors, acting reasonablyvalidity or enforceability of this Agreement or the Preferred Stock.

Closing Conditions of the Purchaser. The obligation of the Vendors Purchaser to complete the purchase of the Shares and complete the other transactions contemplated by this Agreement is subject to the following conditions precedent, each and every one of which shall be performed or satisfied to the Purchaser's sole satisfaction. (a) At Closing, the Vendors shall have delivered to the Purchaser the share certificates for the Owned Shares for cancellation. (b) At Closing, the Corporation shall have delivered to the Purchaser the License Fee Shares duly endorsed for transfer to the Purchaser. (c) At Closing, to the extent the Vendors have custody or access to the following, the Vendors shall have delivered to the Purchaser all books, records, files, documents, shareholder lists, agreements, contracts, materials or other information pertaining or relating to, in any manner whatsoever, the Corporation or the business and activities of the Corporation. (d) As at Closing, no action or proceeding shall have been instituted, pending or threatened or claim or demand made against the Purchaser or the Vendors before any court or other governmental body seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated in this Agreement. (e) As at Closing, there shall have been no material adverse change in the affairs, assets, liabilities, business outlook or financial condition of the Corporation nor shall any legislation (whether by statute, by-law, regulation or otherwise) have been enacted, which in the reasonable opinion of the Purchaser materially adversely affects the operations and business of the Corporation. (f) As at Closing, there shall have been obtained from the directors of the Purchaser and all appropriate and required governmental or administrative bodies and other third parties such approvals or consents as are required to permit the transactions contemplated by this Agreement. (g) At Closing, the Purchaser shall have received a certificate from an officer of the Corporation setting forth a resolution of the Corporation's board of directors: {00597796-10} (i) authorizing and approving entering into of this Agreement and the carrying out of the obligations of the Corporation hereunder; (ii) authorizing and approving the transfer of the Owned Shares from the applicable Vendors to the Purchaser; (iii) authorizing and approving the transfer of the License Fee Shares to the Purchaser for cancellation; and (iv) certifying that such resolution was duly adopted and has not been rescinded or amended as of the Closing Date (h) At Closing, the Purchaser shall have received a certificate from an officer of each of the Vendors setting forth a resolution of such Vendors: (i) authorizing and approving entering into of this Agreement and the carrying out of its obligations hereunder; and (ii) certifying that such resolution was duly adopted and has not been rescinded or amended as of the Closing Date. (i) At Closing, the Purchaser shall have received the Final Financial Statements and the audited financial statements of the Corporation completed pursuant to Section 5.1(b)(iii) hereof. (j) At Closing, the Purchaser shall have received a certificate from each of the Vendors certifying that the respective representations and warranties of the Vendors and the Corporation set forth in this Agreement are true and correct as at the Closing Date. (k) At Closing, the Purchaser shall have received a certificate from each of the Vendors certifying that the respective covenants of the Vendors and the Corporation set forth in this Agreement to be complied with at or prior to Closing have been complied with. In the event that any of the conditions set forth in this Section 6.1 shall not be fulfilled or performed at or prior to before Closing, which conditions are for the exclusive benefit of Purchaser may rescind this Agreement by notice in writing to the Vendors and the Purchaser shall thereupon be released from all obligations under this Agreement; provided however, that any of the said conditions contained in this Section 6.1 may be waived, waived in whole or in part, part by the Requisite Vendors Purchaser at any time without prejudice to its rights of rescission in their sole discretion: (a) the representations and warranties event of the Purchaser a non-fulfilment or non-performance of any other condition or conditions contained in this Agreement that are qualified as Section 6.1, any such waiver to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of binding upon the Purchaser shall have been true and correct only if the same is in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties had been made on the Closing Date; (b) the Purchaser and the Parent shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date; (c) evidence that all Warrants disclosed in 3.1.4(b) of the Vendors’ Disclosure Letter have been exercised or cancelled in connection with Closing; (d) the Purchaser shall deliver or cause to be delivered to the Corporation, for and on behalf of the Vendors, at or prior to Closing, the following: (i) a certificate signed by an officer of the Purchaser addressed to the Vendors dated the Closing Date confirming that the conditions described in Sections 5.9.1(a) and 5.9.1(b) have been performed, satisfied or complied with as of the Closing Date; (ii) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d); (iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and a certificate of registration of a company in respect of the Parent issued by appropriate Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing; (iv) a factual certificate of the secretary or other officer of the Purchaser dated as of the Closing Date, certifying: (I) the articles and by-laws of the Purchaser; and (II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion of the transactions contemplated hereby, all in form and substance satisfactory to the Requisite Vendors, acting reasonably; (v) the Escrow Agreement, duly executed by the Purchaser and the Escrow Agent; (vi) the Paying Agent Agreement, duly executed by the Purchaser and the Paying Agent; (vii) a copy of each Insider Share Escrow Agreement executed by the Parent; (viii) a copy of each Investor Share Escrow Agreement executed by the Parent; (ix) the RCAs, duly executed by the Purchaser; (x) a copy of each option loan agreement duly exercised by the lender; (xi) a copy of each warrant loan agreement duly exercised by the lender; and (xii) an executed copy of the bound R&W Policy, in form and substance satisfactory to the Requisite Vendors, acting reasonablywriting.

Closing Conditions of the Purchaser. The obligation obligations of the Vendors Purchaser to complete effect the transactions contemplated by this Agreement is shall be subject to the following conditions to be fulfilled or performed at satisfaction on or prior to Closing, which conditions are for the exclusive benefit Closing Date of the Vendors and following conditions, any one -14- or more of which may be waived, in whole or in part, waived by the Requisite Vendors Purchaser in their sole discretionaccordance with Section 8.4: (a) the All representations and warranties of made by the Purchaser contained Company in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Closing Date as if again made by the Company on and as of such representations and warranties had been made on the Closing Date;date. (b) the Purchaser and the Parent The Company shall have performed each of its in all material respects all obligations required under this Agreement to the extent required to be performed by it on or before the Closing Date;. (c) evidence The Purchaser shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that all Warrants disclosed the conditions specified in 3.1.4(bthe foregoing paragraphs (a) and (b) of the Vendors’ Disclosure Letter this Section 6 hereof have been exercised or cancelled in connection with Closing;fulfilled. (d) the The Purchaser shall deliver or cause to be delivered have received from the General Counsel of the Company an opinion, dated the Closing Date, with respect to the Corporation, for and on behalf matters set forth in Exhibit C hereto. (e) The Company shall have executed the Registration Rights Agreement. (f) The Certificate of Designation shall have been filed by the Company with the Secretary of State of the VendorsState of Delaware. (g) All conditions to the obligations of the parties to the Purchase Agreement to consummate the transactions contemplated by such agreement shall have been satisfied or waived (other than conditions set forth in Sections 5.11 and 6.5 of such agreement) and the Company shall be ready, at willing and able to close such transaction. (h) During the period from December 31, 2001 to the Closing Date, there shall not have been any fact, circumstance or prior development that has had or would reasonably be expected to Closing, the following:have a Material Adverse Effect. (i) a certificate signed by an officer of the Purchaser addressed to the Vendors dated the Closing Date confirming that the conditions described in Sections 5.9.1(aThe consents, waivers, authorizations and approvals set forth on Schedules 3.5(a) and 5.9.1(b3.5(b) shall have been performed, satisfied or complied with as of duly obtained and shall be in full force and effect on the Closing Date;. (iij) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d); (iii) a certificate of status, compliance, good standing No preliminary or like certificate with respect to the Purchaser and a certificate of registration of a company in respect of the Parent permanent injunction or other order issued by appropriate any Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing; (iv) a factual certificate of Entity, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any Governmental Entity, which declares the secretary Transaction Documents or other officer of the Purchaser dated as of Preferred Stock invalid or unenforceable in any respect or which prevents the Closing Date, certifying: (I) the articles and by-laws of the Purchaser; and (II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion consummation of the transactions contemplated herebyhereby or thereby, all shall be in form effect; and substance satisfactory no action or proceeding before any Governmental Entity shall have been instituted by a Governmental Authority or other person or threatened by any Governmental Entity which seeks to prevent or delay the Requisite Vendors, acting reasonably; (v) consummation of the Escrow Agreement, duly executed transactions contemplated by the Purchaser and Transaction Documents or the Escrow Agent; (vi) Preferred Stock or which challenges the Paying Agent Agreement, duly executed by the Purchaser and the Paying Agent; (vii) a copy of each Insider Share Escrow Agreement executed by the Parent; (viii) a copy of each Investor Share Escrow Agreement executed by the Parent; (ix) the RCAs, duly executed by the Purchaser; (x) a copy of each option loan agreement duly exercised by the lender; (xi) a copy of each warrant loan agreement duly exercised by the lender; and (xii) an executed copy validity or enforceability of the bound R&W Policy, in form and substance satisfactory to the Requisite Vendors, acting reasonably.Transaction Documents or the