Common use of Condition to Closing Clause in Contracts

Condition to Closing. (a) The obligation of Purchasers under this Agreement to Purchase the Notes will be subject to the following conditions: (i) Purchasers shall have received on each Closing Date a certificate, dated such Closing Date and signed by an executive officer of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such Closing Date. (ii) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for the Company, dated March 9, 2001, to the effect set forth in EXHIBIT "C" hereto with respect to the Notes. (b) The obligation of the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect that the representations and warranties of the Purchasers contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts to be performed or satisfied on or before such Closing Date. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on or prior to each Closing Date of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale of the Notes contemplated hereby shall be in effect. (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.

Condition to Closing. (a) The obligation Buyer shall have until 5:00 p.m. (Phoenix, Arizona time), December 22, 2003 (the "Condition Date") to perform such investigations regarding each of Purchasers under this Agreement the Premises, including, without limitation, the condition of each of the Premises, the zoning of each of the Premises, the suitability of each of the Premises for Buyer's intended use, and to Purchase determine that each of the Notes will Premises is satisfactory to Buyer in Buyer's sole discretion (the "Condition"); provided, however, Buyer shall provide Seller, within five (5) business days of Buyer's receipt thereof, a copy of any environmental report, survey, study, investigation and any written conclusions disclosed in connection with such environmental studies and/or reports conducted with respect to any of the Premises. Notwithstanding the foregoing, in no event shall Buyer be subject permitted to conduct any Phase II environmental investigation on the Premises without Seller's prior written consent, which consent may be granted or withheld in Seller's sole and absolute discretion. Buyer shall and does hereby agree to repair any damage to the following conditions: (i) Purchasers shall have received on each Closing Date a certificate, dated such Closing Date and signed by an executive officer Premises resulting from any of the Companyforegoing investigations and inspections and to indemnify, defend, protect and hold harmless Seller for, from and against any and all liabilities, claims, losses, costs, damages and expenses, including but not limited to court costs and attorneys' fees, which may be incurred by Seller as a result of the inspections or investigations conducted by Buyer and Buyer's agents, employees or contractors. Such indemnity shall expressly include, without limitation, all environmental conditions caused by Buyer. The foregoing indemnity shall survive the Closing or any termination of this Agreement. Buyer's obligation to purchase each of the Premises shall be contingent upon its satisfaction or waiver of the Condition prior to the effect that Condition Date with respect to such Premises. Buyer will use its good faith best efforts to satisfy the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied Condition on or before such Closing the Condition Date. (ii) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for . If Buyer fails to notify Seller in writing that the Company, dated March 9, 2001, Condition has not been satisfied or waived prior to the effect set forth Condition Date, then the Condition shall conclusively be deemed satisfied or waived, the Earnest Deposxx xxxll be deemed non-refundable, and the parties shall proceed with the consummation of the transaction contemplated herein. If Buyer advises Seller in EXHIBIT "C" hereto writing prior to the Condition Date that the Condition with respect to any of the NotesPremises has not been satisfied or waived, or in the event Seller notifies Buyer prior to the Closing Date of Seller's intent to cancel this Agreement with respect to Premises due to Seller's receipt of a Phase I environmental assessment for such Premises that Seller deems unacceptable in Seller's sole and absolute discretion (a "Seller's Cancellation"), then this Agreement shall terminate. (b) The obligation of In the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect event that the representations and warranties of the Purchasers contained in this Agreement are true and correct in is terminated Seller shall cause Escrow Agent to return the Earnest Deposix (xxxx all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts cancellation fees charged by Escrow Agent, if any) to be performed or satisfied on or before such Closing DateBuyer. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on or prior to each Closing Date of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale of the Notes contemplated hereby shall be in effect. (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.

Condition to Closing. 3.1 To the extent that the Proposed Transactions require notification pursuant to the competition laws of the United States under the Hxxx-Xxxxx-Xxxxxx Act, Closing shall be conditional on such necessary approvals or termination or expiration of waiting periods under the Hxxx-Xxxxx-Xxxxxx Act, to carry out the Proposed Transactions having been obtained or having occurred (the Condition). 3.2 In the event that a Governmental Entity has issued a Request for Additional Information and Documentary Material (a Second Request) under the Hxxx-Xxxxx-Xxxxxx Act in relation to the acquisition of the Target Business, the Purchaser shall: (a) The obligation in the case of Purchasers under this Agreement a Second Request, take all measures necessary to Purchase limit the Notes will be subject scope of such Second Request, and to certify substantial compliance with such Second Request as soon as reasonably practicable after the date of receipt of such Second Request (provided that the Seller shall also undertake to certify substantial compliance with the Second Request directed to the following conditionsSeller as soon as reasonably practicable) and to otherwise respond to and to seek to resolve promptly any requests for information, documents, data or testimony made by any Governmental Entity; and (b) offer such undertakings to any Governmental Entity as are necessary to ensure the fulfilment of the Condition and the obligation in clause 3.5 below and shall do so in a timely fashion. For the avoidance of doubt, such undertakings may include any condition, obligation, undertaking or modification relating in any manner whatsoever to (i) any undertaking, or any business, activities or assets of any undertaking, that is controlled by the Purchaser or any member of the Purchaser Group or (ii) to the Business, or any business, activities or assets of the Business. 3.3 The Purchaser shall have responsibility for making appropriate merger control notifications or approaches (each an Initial Notification) to the relevant Governmental Entity in the United States. Where the Seller is obliged to make an Initial Notification in the United States, it will do so at the same time as the corresponding filing is made by the Purchaser. 3.4 Except in respect of those jurisdictions set out in clause 3.3 above, the Purchaser shall not, in relation to the acquisition of the Target Business, prior to completion of the Proposed Transactions, make any merger notification or similar notification/filing with any Governmental Entity which is not required as a matter of law or regulation in order to fulfil the Condition without prior consultation with the Seller as to the making of it and to its form and content. 3.5 Without limiting the obligations in clause 3.2 above, the Purchaser shall, at its own cost, in order to consummate the acquisition of the Target Business, take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable: (a) to secure clearance (including by the expiration or termination of any applicable waiting period required by any Governmental Entity, including specifically such period under the Hxxx-Xxxxx-Xxxxxx Act) of the acquisition of the Target Business by the First Longstop Date; and (b) to resolve any objections asserted with respect to the acquisition of the Target Business under any Regulatory Law raised by any Governmental Entity, and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any decree, judgment injunction or other order that would prevent, prohibit, restrict or delay Closing, including by: (i) Purchasers shall have received contesting through litigation on each Closing Date a certificatethe merits any objection or challenge that may be asserted by any Governmental Entity, dated such Closing Date and signed by an executive officer of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such Closing Date.including through appeals; (ii) Purchasers executing settlements, undertakings, consent decrees, orders, stipulations or other agreements with any Governmental Entity; (iii) selling, divesting or otherwise conveying any or all assets or categories of assets or businesses of the Purchaser; and (iv) agreeing to sell, divest or otherwise convey particular assets or categories of assets or businesses of the Target Business contemporaneously with or subsequent to Closing. All actions set out in this clause 3.5 shall be undertaken in a timely fashion. 3.6 Notwithstanding anything in this clause 3 to the contrary, in no event will the Purchaser or the Seller be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree or hold separate order, to make any divestiture, to accept any operational restriction or limitation, or to take any other action that is not conditional on the Proposed Transactions being completed. 3.7 The Purchaser shall have received responsibility for (and the Seller shall fully cooperate with the Purchaser in) obtaining all consents, approvals or actions of any Governmental Entity which are required to satisfy the Condition or pursuant to its obligations under clause 3.5 above, and shall take all steps necessary for that purpose (including making appropriate submissions, notifications and filings promptly). Each of the Purchaser and the Seller shall (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with such consents, approvals or actions, including without limitation in the preparation of any filings or meetings or presentations to or for any Governmental Entity; and (ii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Entity. 3.8 Each of the Purchaser and Seller will promptly notify the other party (and provide copies or, in the case of non-written communications, details) of any such communication and shall do so in relation to any communication in relation to any regulator promptly. 3.9 Each of the Purchaser and Seller will provide to the other party a copy of each communication with any Governmental Entity promptly following the submission of such communication. 3.10 The Purchaser will regularly review with the Seller the progress of any notifications or filings with a view to obtaining clearance from any Governmental Entity at the earliest reasonable opportunity. 3.11 With respect to the obligations set forth in clauses 3.7 to 3.9 above, the Purchaser and the Seller may designate portions of any such written or non-written communications as being provided on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for basis where such communications contain confidential information or where such restriction is necessary to comply with applicable law. 3.12 Neither the CompanyPurchaser nor the Seller will independently participate in any meeting or face to face discussion with any Governmental Entity in respect of any submissions, dated March 9notifications, 2001filings, undertaking or other inquiry without giving the other party to this Agreement prior notice of the meeting and, to the effect set forth in EXHIBIT "C" hereto extent permitted by the relevant Governmental Entity, the opportunity to attend. 3.13 With respect to the foregoing matters, it is agreed that the Purchaser shall determine strategy, lead all proceedings, and coordinate all activities with respect to any actions, consents, approvals, or waivers of any Governmental Entity, including, without limitation, in litigating or otherwise contesting objections to or proceedings challenging the Notes.consummation of the Proposed Transactions. The Seller and its Representatives agree to take such actions as are deemed prudent by the Purchaser in order to secure needed approvals from any Governmental Entity and to assist the Purchaser in litigating or otherwise contesting objections to or proceedings challenging the consummation of the Proposed Transactions. The Purchaser shall make all strategic and tactical decisions as to the manner in which to contest or respond to all proceedings under any Regulatory Law, including on what terms the Purchaser will resolve any objections or proceeding challenging the consummation of the Proposed Transactions. Subject to clause 3.6, the Seller further agrees that, at the sole discretion and direction of the Purchaser (and at the Purchaser’s expense), it will agree to any and all divestitures or other remedies relating to the Target Business that are necessary to fulfil the Condition, provided that: (a) nothing in this clause 3.13 shall oblige the Seller to agree to any divestiture or any other remedy where such divestiture or other remedy would involve any cost to the Seller that is not reimbursed by the Purchaser; and (b) all such divestitures or other remedies shall be conditional on the Proposed Transactions being completed. 3.14 The obligation Purchaser will cooperate with the Seller in order to assist with and facilitate the Seller’s efforts (at its own cost and expense) to obtain insurance against the risk of any US court enjoining or otherwise prohibiting the Company under Proposed Transaction. Such cooperation will include introducing the Agreement Seller to issue the Notes will be Purchaser’s and the Purchaser’s Parent’s specialist insurance brokers, facilitating direct discussions with the proposed insurer, making the Purchaser’s and the Purchaser’s Parent’s counsel and experts available (subject to attorney client privilege and joint defense arrangements) to discuss the following condition: (i) The Company shall have received each Closing Date a certificateantitrust issues with the insurer’s counsel. For the avoidance of doubt, dated such Closing Date and signed by each however, neither the Purchaser nor the Purchaser, to the effect that the representations and warranties of the Purchasers contained ’s Parent will assume any liability in this Agreement are true and correct in all material respects as of regard for any reason including if the Closing Date and that insurer declines to provide coverage or if Rxxx elects not to proceed because it is dissatisfied with the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts to be performed premium or satisfied on or before such Closing Dateotherwise. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on or prior to each Closing Date of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale of the Notes contemplated hereby shall be in effect. (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.

Condition to Closing. (a) The obligation of Purchasers under this Agreement In addition to Purchase the Notes will be subject to the following conditions: (i) Purchasers shall have received on each Closing Date a certificate, dated such Closing Date and signed by an executive officer of the Company, to the effect that the representations and warranties of the Company all other conditions contained in this Agreement are true and correct in all material respects as Contract to Buyer's obligation to proceed to closing hereunder, Buyer's obligation to proceed to closing is expressly contingent upon the condition that on the date of such Closing Date and that the Company has complied in all material respects with all closing, no imposition of the agreements and satisfied all a sewer, water or building moratorium of the conditions on its part to be performed or satisfied on or before such Closing Date. longer than ninety (ii90) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for the Company, dated March 9, 2001, to the effect set forth in EXHIBIT "C" hereto with respect to the Notes. (b) The obligation of the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect that the representations and warranties of the Purchasers contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts to be performed or satisfied on or before such Closing Date. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on or prior to each Closing Date of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale of the Notes contemplated hereby shall be in effect. (ii) No action days shall have been taken nor any statute, rule, or regulation shall have been enacted publicly announced as to be taken which would prohibit Buyer from obtaining building or occupancy permits or the installation of water and sewer facilities or other utilities to serve the houses and other improvements to be constructed on the Property pursuant to Buyer's intended development, or which Materially Adversely Affects changes in the procedures or extends the period beyond ninety (90) days for obtaining such permits or facilities for Buyer's intended improvements on the Property or prevents or materially delays beyond ninety (90) days such dwellings and other improvements from being effectively connected to a private or public sewer and water system or other private or public utilities. Proffer or other development requirements requested by the County from Buyer as part of Buyer's intended development plan for the Property which are County conditions to approving Buyer's Plan or are conditions precedents to the County issuing necessary permits to Buyer shall not constitute a material change or a material delay so as to excuse Buyer from proceeding to closing pursuant to the terms of this Paragraph 15. In the event that any governmental entity such action has occurred, Buyer shall provide the Association with notice of such within ten (10) business days of Buyer's actual knowledge of such action, at which time, if Buyer is not otherwise in breach of this Contract, then Buyer may, at its option, may either (a) terminate this Contract by delivery of written notice thereof to the Association, in which event (x) if the Deposit is still being held by Escrow Agent, the Deposit shall be returned to Buyer, or (y) if the Deposit and the Purchase Price Advance have been released to the Association, the Deposit shall be retained by the Association and the Purchase Price Advance shall be returned to Buyer, and the parties shall have no further rights or obligations under this Contract, or (b) waive such condition and proceed to closing. Notwithstanding the foregoing, if any moratorium does not identify on its face that makes such moratorium will be lifted within ninety (90) days or less, or no time period is identified for lifting such moratorium, then the purchase Association shall have the right (at its reasonable discretion) to extend closing for up to ninety (90) days, provided, however, that if such moratorium remains in place at the end of such extended period or is for longer than ninety (90) days, then Buyer shall have the right to exercise its option under clause (a) and sale of the Notes contemplated hereby illegal(b) above.

Condition to Closing. (a) The obligation respective obligations of Purchasers each party to perform under this Agreement to Purchase the Notes will be subject to the following conditions: (i) Purchasers shall have received on each Closing Date a certificate, dated such Closing Date and signed by an executive officer of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such Closing Date. (ii) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for the Company, dated March 9, 2001, to the effect set forth in EXHIBIT "C" hereto with respect to the Notes. (b) The obligation of the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect that the representations and warranties of the Purchasers contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts to be performed or satisfied on or before such Closing Date. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on at or prior to each the First Closing Date of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction, injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the purchase issuance and sale of the Notes contemplated hereby shall Stock will be in effect. There is no proceeding pending, or as to which the Company or the Investor has received any notice of assertion against any of them, that in any manner challenges, seeks, or reasonably could be expected to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or the Transaction Documents. (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes All government and third party approvals for the purchase issuance and sale of the Notes contemplated hereby illegalStock and the execution, delivery and performance of this Agreement and the Transaction Documents will have been received. (iii) The following documents (the "Transaction Documents") will have been executed: (A) The Share Purchase Agreement among SRT, SRT Group America and the Company whereby SRT Group America agrees to purchase 100% of the capital stock of Xxxxxx Aeronautical Services, Inc.; (B) The Member Interest Purchase Agreement among SRT, SRT Group America and the Company whereby SRT Group America agrees to purchase from the Company the Company's 50% interest in Pacific Gas Turbine Center, LLC; (C) The Stockholders' Agreement among the Company, the Investor, Xxxxxxx X. Xxxxxx, XX, Xxxxxx Xxxxxxxx Xxxxxx 1995 Irrevocable Trust and CFW Partners, L.P. (and the Irrevocable Proxy related thereto); (D) The Aircraft Engine Purchase Agreement relating to five aircraft engines between the Company and SR Technics Group AG; (E) The Employment Agreement between the Company and Xxxxxxx X. Xxxxxx, XX; (F) The Amendment to the Operating Agreement of Pacific Gas Turbine Center, LLC; (G) The Cooperation Agreement among the Company, Flightlease and SRT; (H) The Transition Services Agreement between the Company and Xxxxxx Aeronautical Services, Inc.; and (I) The First Amendment to Rights Agreement between the Company and American Stock Transfer & Trust Company; and (iv) All of each party's representations and warranties in this Agreement (considered both individually and collectively) must have been accurate in all respects as of the date of this Agreement (except to the extent that the aggregate of all breaches thereof would not have a Company Material Adverse Effect or an Investor Material Adverse Effect) and must be accurate in all material respects as of the First Closing Date as if then made (except to the extent such representations specifically relate to an earlier date, in which case such representations will be true and correct as of such earlier date, and in any event, subject to the foregoing Company Material Adverse Effect or an Investor Material Adverse Effect qualification, as applicable) without giving effect to any supplement to the Disclosure Schedule, except for any supplements to the Disclosure Schedule relating to facts or events occurring after the date of this Agreement. (v) Between the date hereof and the First Closing, nothing shall have occurred (and the Investor shall not become aware of facts or conditions not previously known) which will have either a Company Material Adverse Effect or an Investor Material Adverse Effect. (vi) Expiration or early termination of the waiting period required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. (vii) Election of Hans Xxxx Xxxxxxxx as a director of the Company. (b) The obligation of the Company to issue and sell the Additional Stock to the Investor and the obligation of the Investor to purchase the Additional Stock shall be subject to the satisfaction at or prior to the Second Closing of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the issuance and sale of the Additional Stock shall be in effect. There shall be no proceeding pending, or as to which the Company or the Investor has received any notice of assertion against any of them that in any manner challenges, seeks, or reasonably could be expected to prevent, enjoin, alter or materially delay the issuance and sale of the Additional Stock. (ii) Either (a) the Company receives a written determination from the National Association of Securities Dealers (the "NASD") and the NASDAQ Stock Market that the issuance and sale of the Additional Stock to the Investor does not require the Company to obtain approval from its stockholders or (b) the issuance and sale of the Stock to the Investor shall have been approved by the stockholders of the Company. (iii) All government and third party approvals for the issuance and sale of the Additional Stock will have been received. (iv) All of each party's representations and warranties in this Agreement (considered both individually and collectively) must have been accurate in all respects as of the date of the Option Exercise Date (except to the extent that the aggregate of all breaches thereof would not have a Company Material Adverse Effect or an Investor Material Adverse Effect), without giving effect to any supplement to the Disclosure Schedule, except for any supplements to the Disclosure Schedule relating to facts or events occurring between the First Closing Date and the Option Exercise which the Company will deliver to the Investor within ten business days after the Option Exercise Date, and which the Investor will have five business days to review and either accept and proceed to the Second Closing Date or reject and withdraw its exercise of the Option. (v) Between the date of the Option Exercise Date and the Second Closing, nothing shall have occurred (and the Investor shall not become aware of facts or conditions not previously known) which will have either a Company Material Adverse Effect or an Investor Material Adverse Effect. (vi) Expiration or early termination of the waiting period required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. (vii) All of the Company's aircraft that are registered with the Federal Aviation Administration (the "FAA") will have been transferred to an owner trust facility or other vehicle which will be in compliance with FAA regulations.

Condition to Closing. (a) The obligation of Purchasers under this Agreement any party to Purchase proceed with the Notes will closing contemplated hereby shall be subject to the following conditions: expressly conditioned on (i) Purchasers shall have received on each Closing Date the absence of any judgment, injunction, judicial order or decree binding upon a certificateparty hereto that would prohibit such party from consummating the transactions contemplated hereby or any pending action, dated such Closing Date and signed by an executive officer suit or proceeding which challenges the validity or legality of the Companytransactions contemplated hereby or seeks damages in connection therewith, to provided that a failure of this condition shall not be asserted by a party if such failure is the effect that direct or indirect result of such party’s breach of any representation or warranty contained in Article II or Article III, as applicable; (ii) the representations and warranties made by each party in this Agreement being true and correct when made and as of the Company Closing Date; (iii) every covenant, agreement and condition contained in this Agreement are true being performed or complied with by the respective parties on or prior to the Closing Date; (iv) the resignation of each of Xxxxx Xxx and correct Xxxxx Xxxxxxxxxxxxx as a director of the Purchaser (including, in all material respects the case of Xx. Xxx, his resignation as Chairman of the Board of the Purchaser), and the delivery by the Sellers of letters of resignation executed by each of such Closing Date individuals effectuating such resignations and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part agreeing to be performed or satisfied on or before such Closing Date. (ii) Purchasers shall have received on March 9bound by the terms of Sections 4.1 and 4.2 of this Agreement, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for the Company, dated March 9, 2001, to the effect set forth in EXHIBIT "C" hereto with respect to the Notes. (b) The obligation of the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect that the representations and warranties of the Purchasers contained in this Agreement are true and correct in all material respects effective as of the Closing Date; (v) the vesting on the Closing Date and that the Purchasers have complied in all material respects with all of 10/12th of the agreements restricted stock awarded to Messrs. Luk and satisfied all Radhakrishnan; (vi) the delivery of the conditions on their parts to be performed or satisfied on or before such Closing Date. (c) The obligations each of Purchasers Messrs. Luk and the Company to purchase and issue the NotesRadhakrishnan of 180-day lock-up agreements, respectively as contemplated hereby are subject in form satisfactory to the satisfaction Purchaser, on or prior to each the Closing Date Date; (vii) the delivery by Xxxxxx Capital Partners Fund, L.P. and Cheswold (Xxxxxx), LLC to the Purchaser of a duly executed confidentiality agreement, in form satisfactory to the Purchaser, on or prior to the Closing Date; and (viii) the closing of the following conditions: (i) No temporary restraining order, preliminary HH Transaction prior to or permanent injunction, or other order issued simultaneously with the Repurchase Transaction. The parties agree to timely take such steps as reasonably required by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale transfer agent of the Notes contemplated hereby shall be in effectPurchaser to effectuate the Repurchase Transaction. (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.

Condition to Closing. (a) The obligation Buyer shall have until 5:00 p.m. (Phoenix, Arizona time), December 22, 2003 (the "Condition Date") to perform such investigations regarding each of Purchasers under this Agreement the Premises, including, without limitation, the condition of each of the Premises, the zoning of each of the Premises, the suitability of each of the Premises for Buyer's intended use, and to Purchase determine that each of the Notes will Premises is satisfactory to Buyer in Buyer's sole discretion (the "Condition"); provided, however, Buyer shall provide Seller, within five (5) business days of Buyer's receipt thereof, a copy of any environmental report, survey, study, investigation and any written conclusions disclosed in connection with such environmental studies and/or reports conducted with respect to any of the Premises. Notwithstanding the foregoing, in no event shall Buyer be subject permitted to conduct any Phase II environmental investigation on the Premises without Seller's prior written consent, which consent may be granted or withheld in Seller's sole and absolute discretion. Buyer shall and does hereby agree to repair any damage to the following conditions: (i) Purchasers shall have received on each Closing Date a certificate, dated such Closing Date and signed by an executive officer Premises resulting from any of the Companyforegoing investigations and inspections and to indemnify, defend, protect and hold harmless Seller for, from and against any and all liabilities, claims, losses, costs, damages and expenses, including but not limited to court costs and attorneys' fees, which may be incurred by Seller as a result of the inspections or investigations conducted by Buyer and Buyer's agents, employees or contractors. Such indemnity shall expressly include, without limitation, all environmental conditions caused by Buyer. The foregoing indemnity shall survive the Closing or any termination of this Agreement. Buyer's obligation to purchase each of the Premises shall be contingent upon its satisfaction or waiver of the Condition prior to the effect that Condition Date with respect to such Premises. Buyer will use its good faith best efforts to satisfy the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied Condition on or before such Closing the Condition Date. (ii) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for . If Buyer fails to notify Seller in writing that the Company, dated March 9, 2001, Condition has not been satisfied or waived prior to the effect set forth Condition Date, then the Condition shall conclusively be deemed satisfied or waived, the Earnest Dexxxxx shall be deemed non-refundable, and the parties shall proceed with the consummation of the transaction contemplated herein. If Buyer advises Seller in EXHIBIT "C" hereto writing prior to the Condition Date that the Condition with respect to any of the NotesPremises has not been satisfied or waived, or in the event Seller notifies Buyer prior to the Closing Date of Seller's intent to cancel this Agreement with respect to Premises due to Seller's receipt of a Phase I environmental assessment for such Premises that Seller deems unacceptable in Seller's sole and absolute discretion (a "Seller's Cancellation"), then this Agreement shall terminate. (b) The obligation of In the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect event that the representations and warranties of the Purchasers contained in this Agreement are true and correct in is terminated Seller shall cause Escrow Agent to return the Earnest Dexxxxx (less all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts cancellation fees charged by Escrow Agent, if any) to be performed or satisfied on or before such Closing DateBuyer. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on or prior to each Closing Date of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale of the Notes contemplated hereby shall be in effect. (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.

Condition to Closing. (a) The obligation of Purchasers under this Agreement to Purchase Closing shall occur on the Notes will be subject date set for Closing in Section 1.2 above. Notwithstanding anything herein contained to the following conditions: (i) Purchasers contrary, in the event that there has been any Material Adverse Change during the period between the date Purchaser notified Seller of its satisfaction with the Physical/Financial Review Condition and the date of Closing, Purchaser shall have received on each Closing Date a certificatethe right, dated such Closing Date and signed by an executive officer of the Company, upon notice thereof to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such Closing Date. (ii) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for the Company, dated March 9, 2001, to the effect set forth in EXHIBIT "C" hereto with respect to the Notes. (b) The obligation of the Company under the Agreement to issue the Notes will be subject to the following condition: (i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect that the representations and warranties of the Purchasers contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts to be performed or satisfied on or before such Closing Date. (c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction Seller on or prior to each Closing Date Closing, to terminate this Agreement and thereupon to receive an immediate refund of the following conditions: (i) No temporary restraining orderDeposit and neither party shall thereafter have any further liability or obligation hereunder except for such liabilities and obligations that are expressly stated herein to survive termination of this Agreement. None of the above withstanding, preliminary or permanent injunction, or other order issued by any court Purchaser acknowledges the Property is subject to a note and mortgage which prohibits pre-payment and requires Seller to comply with a defeasance provision contained in said note and mortgage whereby the release of competent jurisdiction or other legal restraint or prohibition preventing the mortgage lien can only be accomplished through the purchase and sale substitution of collateral. Purchaser further acknowledges that the procedure and obligations of the Notes contemplated hereby Seller are set forth in the aforesaid note and mortgage and Seller shall, upon the expiration of any contingencies or Inspection Period under this Agreement, act reasonably, in good faith and diligently pursue the process of obtaining a release of the Property from the mortgage but Seller does not represent or warrant that the process would be completed on or before the scheduled Closing Date. In the event that the Seller is unable to obtain a release of the Property from the mortgage and security instruments on or before the scheduled Closing Date, then, in that event, the Closing Date shall be extended automatically until five days after the date that the defeasance is consummated; provided, however, Closing shall occur on or before June 15, 2014. In the event that the loan defeasance approval by Seller’s lender has not occurred by June 15, 2014, and provided that Purchaser is not in effectbreach under this Agreement, then Purchaser may terminate this Agreement, the deposit shall be returned to Purchaser, and Seller shall reimburse any out of pocket expenses, including without limitation any reasonable attorney’s fees, that are incurred by Purchaser pursuant to its attempt to purchase this Property up to a maximum of Fifty Thousand and 00/100 Dollars ($50,000.00). (ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.