Common use of CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions on or prior to the Closing Date: (a) The representations and warranties of the Seller set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (b) The Seller shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date; (c) 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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change shall have taken place with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Buyer to consummate the transactions contemplated close hereunder, any of which may be waived in whole or in part by this Agreement is subject to satisfaction Buyer: 8.1 Each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Company and Shareholder contained in this Agreement is now and, except as to those expressly limited to the Seller set forth in Section 3 above date hereof or some other specific date, at all times after the date of this Agreement to and including the time of Closing shall be be, true and correct individually and collectively in all material respects, provided that any references to materiality in any representation and warranty shall be disregarded for purposes of this provision. 8.2 Each of the agreements, covenants and undertakings of Company and Shareholder contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with both individually and collectively in all material respects at and as or before Closing. 8.3 No litigation, governmental actions or other proceeding involving or potentially involving a liability, obligation or loss on the part of Company of Five Thousand Dollars ($5,000) or more, in the aggregate, or which by reason of the Closing Date; (b) The Seller nature of the relief sought might have more than a remote possibility of having a material adverse effect on Company's Business or financial condition, shall have performed and complied be threatened or commenced against Company with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all respect to any matter; no material respects through the Closing Date; (c) No actionlitigation, suit, governmental action or other proceeding shall be pending threatened or threatened before commenced against Company or any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change shall have taken place Shareholder with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby provided for herein; and all certificatesneither Company nor any Shareholder has any knowledge of any basis for such material litigation, opinionsgovernmental action or proceeding. 8.4 All indebtedness owing to Company by any director, instrumentsofficer, employee or Shareholder of Company will be paid in full at or prior to Closing. 8.5 All actions, proceedings, instruments and other documents required to effect enable Company and Shareholder to perform this Agreement or matters incident thereto (other than matters for which Buyer is responsible under the terms of this Agreement), and all other legal matters not relating to a default by Buyer of its obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Buyer. 8.6 All documents required to be delivered by Shareholder at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing. 8.7 No Shareholder shall have filed or attempted to file an application for approval of a repurchase offer with respect to the transactions contemplated hereby will be reasonably satisfactory in form and substance to accordance with Section 25507(b) of the BuyerCalifornia Corporate Securities Laws of 1968, as amended.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Buyer to consummate the transactions contemplated close hereunder, any of which may be waived in whole or in part by this Agreement is subject to satisfaction Buyer: 8.1 Each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Company and the Seller set forth contained in Section 3 above this Agreement is now and, except as to those expressly limited to the date hereof or some other specific date, at all times after the date of this Agreement to and including the time of Closing shall be be, true and correct individually and collectively in all material respects at and as respects. 8.2 Each of the Closing Date; (b) The agreements, covenants and undertakings of Company and the Seller shall contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with all at or before Closing. 8.3 Other than as disclosed in the Schedules hereto, (a) no governmental actions involving or potentially involving a liability, obligation or loss on the part of its covenants hereunder and Company of $25,000 or more, in the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date; (c) No action, suitaggregate, or proceeding which by reason of the nature of the relief sought might have a material adverse effect on Company’s Business or financial condition, shall be pending threatened or threatened before commenced against Company with respect to any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would matter; (ib) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge governmental action shall be in effect); (d) No material adverse change shall have taken place threatened or commenced against Company or Seller with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby provided for herein; and all certificates(c) neither Company nor Seller has any Knowledge of any basis for such, opinionsgovernmental action. 8.4 All indebtedness owing to Company by any shareholder, instrumentsofficer, director or employee will be paid in full at or prior to Closing. 8.5 All actions, proceedings, instruments and other documents required to effect enable Company and the Seller to perform this Agreement or matters incident thereto (other than matters for which Buyer is responsible under the terms of this Agreement), and all other legal matters not relating to a default by Buyer of its obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Buyer. 8.6 All documents required to be delivered by the Seller at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing. 8.7 Buyer’s Board of Directors shall have approved this Agreement and all other transactions contemplated hereby will be reasonably satisfactory in form and substance hereby. 8.8 [Intentionally omitted.] 8.9 There shall have been no material change to the Buyer“current assets” and the “current liabilities” as reflected on the Unaudited Interim Balance Sheet. (Notwithstanding anything herein to the contrary, Buyer expressly acknowledges that all ordinary course liabilities, accounts payable and/or notes payable of the Company shall be satisfied out of the Company’s Assets prior to any sale or transfer of such Assets.) 8.10 [Intentionally omitted.]

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer shall be obligated to consummate the transactions sale of the Property as contemplated by this Agreement is subject to satisfaction of on the Closing Date, provided that the following conditions on precedent have been satisfied or prior to the Closing Datehave been waived by Buyer: (a) The All representations and warranties of Seller contained in this Agreement or in connection with any of the Seller set forth in Section 3 above transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Dateas though such representations and warranties were made at and as of such time; (b) The Seller shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder is in compliance in all material respects through with all terms and conditions required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; (c) No suit, action, suit, order or proceeding other proceedings shall be pending or threatened before any court or quasi-judicial governmental commission, board or administrative agency of any federalin which it is sought by a person or entity, stateto restrain, local, enjoin or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s otherwise prohibit the consummation of any of the transactions contemplated by this Agreement, or to obtain substantial damages in connection with this Agreement or (ii) cause any of the transactions contemplated thereby, nor shall there be any investigation by this any governmental agency pending or threatened which might result in any such suit, action, order or other proceedings seeking to restrain or prohibit consummation of the Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the transaction contemplated thereby; (d) No material adverse change All consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by applicable federal, state, or local law, or otherwise necessary for the execution, delivery, and performance of this Agreement (except for approvals of governmental agencies customarily obtained subsequent to transfer of title, and which have not been waived by Buyer) shall have taken place with respect been obtained and delivered to Buyer by the Seller’s business, the Seller Closing Date and shall not have been withdrawn or Assets, and no event shall have occurred that results in a Material Adverse Effectrevoked; (e) Buyer has obtained and closed the Financing in an amount and on terms that Buyer determines, within its sole discretion, sufficient to fund the Purchase Price, with Seller and Galaxy hereby expressly acknowledging that such determination shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; andbe within Buyer's sole discretion; (f) All actions to be taken Buyer's board of directors and PetroHunter Energy Corporation's board of directors having approved (by Seller in connection written Resolution) Buyer proceeding with consummation of the transactions contemplated hereby and all certificatesClosing, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.with such approval being within their sole discretion;

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Buyer to consummate the transactions contemplated close hereunder, any of which may be waived in whole or in part by this Agreement is subject to satisfaction Buyer: 4.1 Each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Company and the Seller set forth Shareholders contained in Section 3 above this Agreement is now and, except as to those expressly limited to the date hereof or some other specific date, at all times after the date of this Agreement to and including the time of Closing shall be be, true and correct individually and collectively in all material respects, provided that any references to materiality in any representation and warranty shall be disregarded for purposes of this provision; 4.2 Each of the agreements, covenants and undertakings of Company and the Shareholders contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with both individually and collectively in all material respects at and as of the Closing Dateor before Closing; (b) The Seller shall have performed 4.3 All actions, proceedings, instruments and complied with all of its covenants hereunder documents required to enable Company and the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date; (c) 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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by Shareholders to perform this Agreement or matters incident thereto (ii) cause any other than matters for which Buyer is responsible under the terms of this Agreement), and all other legal matters not relating to a default by Buyer of its obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the transactions contemplated by this Agreement case may be, to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)the reasonable satisfaction of Buyer; (d) No material adverse change shall have taken place with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) 4.4 All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect be delivered by the transactions contemplated hereby will Shareholders at or prior to Closing shall have been delivered or shall be reasonably satisfactory in form tendered at the time and substance place of Closing; 4.5 Prior to the Buyerexecution of this Agreement, Company has released to Buyer $245,000 in cash and will agree to provide a further $365,000 in cash before the Closing, and $190,000 within 20 days after the Closing. 4.6 Company hereby commits to bring into the Company net proceeds from its Business and other net assets amounting to $50,000,000 over a period of 24 months after the Closing. This $50,000,000 will consist of a minimum of $25,000,000 in cash and SILK/CAPITAL EQUITIES STOCK PURCHASE AGREEMENT 20 OF 35 $25,000,000 in the greater of either auditable assetsor assets appraised by a certified appraisal firm.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation All obligations of Buyer to consummate the transactions contemplated by under this Agreement is subject are subject, at Buyer’s option, to satisfaction of the following conditions fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) The representations each and warranties every representation and warranty of the Seller set forth in Section 3 above Sellers under this Agreement shall be true and correct accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) as of the date when made and shall be deemed to be made again at and as of the Closing DateDate and shall then be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality), except that if such representations and warranties speak as of an earlier date, they shall be true and correct as of such date; (b) The Seller Sellers shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be delivered, and otherwise taken all actions required to be taken, in each case by Sellers on or prior to the Closing Date; (c) No no suit, action, suit, or other proceeding shall be pending or threatened before any court or quasi-judicial arbitration tribunal or administrative agency of any federalGovernmental Authority seeking to restrain, state, localprohibit, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingdeclare illegal, or charge would (i) prevent or adversely affect Seller’s consummation of any of seeking substantial damages in connection with, the transactions contemplated by in this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (d) No material adverse change Sellers shall have taken place received all consents, authorizations, waivers, and approvals required to be obtained prior to the Closing by any court or Governmental Authority under any applicable Law concerning the transactions contemplated herein (including, without limitation, all consents and authorizations, if any, from Governmental Authorities required to be obtained with respect to the Seller’s business, Transferable Permits prior to the Seller or Assets, and no event shall have occurred that results Closing) which must be in a Material Adverse Effectform reasonably acceptable to Buyer; (e) Sellers shall have delivered to Buyer all consents to assignment, waivers of preferential rights to purchase, and other similar matters (if any) from third Persons required to be obtained prior to the Closing under the terms of the Leases, the Real Property Interests, and the Contracts, in each case as a result of the transactions contemplated in this Agreement; (f) each Seller shall have delivered to Buyer a certificate stating certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of such Seller, certifying to Buyer that, on the Closing Date, except for such representations and warranties that speak as of an earlier date, the representations and warranties of such Seller contained in this Agreement are true and correct in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) and that all covenants of the conditions specified above Seller contained herein have been performed in Section 5.1(a) - (d) has been complied withall material respects; and (fg) All actions Buyer shall have completed due diligence reviews satisfactory to be taken by Seller in connection Buyer with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance respect to the BuyerAssets.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to shall consummate the transactions purchase of the Membership Interests as contemplated by this Agreement is subject to satisfaction of on the Closing Date, provided that the following conditions on precedent and those in Section 9.3 shall have been satisfied or prior to the Closing Datewaived by Buyer: (a) The (i) the representations and warranties of the Seller set forth contained in Section 3 above 6.4 shall be true and correct in all respects at and as of Closing as though such representations and warranties were made at and as of Closing (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), (ii) each of the Specified Representations and Warranties (other than Section 6.4) shall be true and correct in all material respects (other than those representations and warranties qualified with respect to materiality or “Material Adverse Effect”, which shall be true and correct in all respects) at and as of Closing as though such representations and warranties were made at and as of Closing (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date) and (iii) all other representations and warranties of Seller contained in this Agreement (disregarding any materiality or “Material Adverse Effect” qualifications contained therein) shall be true and correct in all respects at and as of Closing Date;as though such representations and warranties were made at and as of Closing (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); provided, that, in the case of this clause (iii) only, the foregoing condition shall be deemed to have been satisfied unless the individual or aggregate impact of all inaccuracies of such representations and warranties would constitute a Material Adverse Effect; and (b) The Seller shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date;with all covenants and obligations contained in this Agreement to be performed or complied with by Seller at or prior to Closing. (c) 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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change Buyer shall have taken place with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer received a certificate stating that all of non-foreign status signed by the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby appropriate party and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory sufficient in form and substance to relieve Buyer of all withholding obligations under Section 1445 of the BuyerCode.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Buyer to consummate the transactions contemplated close hereunder, any of which may be waived in whole or in part by this Agreement is subject to satisfaction of the following conditions on or prior to the Closing DateBuyer: (a) The representations and warranties of the Seller set forth contained in Section 3 above this Agreement that are not qualified by materiality, material adverse effect or other similar standards, is now and, except as to those expressly limited to the date hereof, as of and at all times after the date of this Agreement to and including the time of Closing shall be be, true and correct in all respects. Each of the representations and warranties of Seller contained in this Agreement that are qualified by materiality, material respects at and adverse effect or other similar standards, is now and, except as to those expressly limited to the date hereof, as of and at all times after the date of this Agreement to and including the time of Closing Date;shall be, true and correct in all respects; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED BY DIGIRAD CORPORATION (b) The Each of the agreements, covenants and undertakings of the Seller shall contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with all of its covenants hereunder both individually and the covenants it has made regarding the Seller hereunder collectively in all material respects through the Closing Dateat or before Closing; (c) No actionThe Board of Directors of Digirad Corporation and DIS shall have approved the execution, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency delivery and performance of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)appropriate resolution; (d) No material adverse change All consents, authorizations, orders and approvals of any governmental commission, if any, or Person required in connection with the execution, delivery and performance of this Agreement shall have taken place with respect to the Seller’s business, the Seller been obtained or Assets, and no event shall have occurred that results in a Material Adverse Effectmade; (e) Seller All of the Purchased Assets shall have delivered been released from any and all claims, liens, pledges, options, charges, easements, security interests, deeds of trust, mortgages, encumbrances or other rights of third parties to Buyer a certificate stating that all the sole satisfaction of the conditions specified above in Section 5.1(a) - (d) has been complied withBuyer; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect be delivered by the transactions contemplated hereby will Seller at or prior to Closing shall have been delivered or shall be reasonably satisfactory in form tendered at the time and substance to the Buyerplace of Closing.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's obligation of Buyer to consummate the transactions contemplated merger and to take the other actions required to be taken by this Agreement Buyer at the Closing is subject to satisfaction of the following conditions on satisfaction, at or prior to the Closing Date:Dates, of each of the following conditions (any of which may be waived by Buyer, in whole or in part): (a) The All of Sellers' representations and warranties in this Agreement (considered collectively), and each of the Seller set forth in Section 3 above shall be true these representations and correct warranties (considered individually), must have been accurate in all material respects at as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date;Dates as if made on the Closing Dates. (b) The Seller shall All of the covenants and obligations that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date;respects. (c) 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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any Seller must have delivered each of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement documents and certificates required to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);delivered by Seller pursuant to Section 2.4. (d) No material adverse change shall Since the date of this Agreement, there must not have taken place been commenced or Threatened against Buyer, or against any Person affiliated with respect to Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with this Agreement, or (b) that may have the Seller’s businesseffect of preventing, the Seller delaying, making illegal, or Assets, and no event shall have occurred that results in a Material Adverse Effect;otherwise interfering with this Agreement. (e) Seller shall There must not have delivered been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to Buyer a certificate stating that all acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the conditions specified above in Section 5.1(aAcquired Companies, or (b) - (d) has been complied with; and (f) All actions is entitled to be taken by Seller in connection with consummation all or any portion of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerConsideration.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's obligation of Buyer to consummate close the transactions transaction as contemplated by in this Agreement is subject to satisfaction conditioned upon the occurrence or waiver by Buyer of the following conditions on or prior to the Closing Datefollowing: (a) The On XXX Now Shareholders have delivered an updated list of assets and liabilities that is accurate and complete as of not more than five (5) business days prior to the Closing. (b) All representations and warranties of the On XXX Now Shareholders and Seller set forth made in Section 3 above this Agreement or in any exhibit or schedule hereto delivered by the On XXX Now Shareholders and Seller shall be true and correct in all material respects at and as of the Closing Date;Date with the same force and effect as if made on and as of that date. (bc) The On XXX Now Shareholders and Seller shall have performed and complied with all of its agreements, covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date;. (d) Buyer must be satisfied in its sole and absolute discretion with its due diligence of the On XXX Now Shareholders and Seller. (e) Buyer shall have received a report from the Secretary of State for Delaware showing the existence or absence of liens, financing statements and other encumbrances recorded against any of the Assets, dated not more than five (5) days prior to the Closing, and such report shall be satisfactory to Buyer in its sole and absolute discretion. (f) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (a) conduct the Business in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall not take any action that would cause any of the changes, events or conditions described in Section 4.6 to occur. (g) From the date hereof until the Closing, Seller shall (a) afford Buyer and its representatives reasonable access to and the right to inspect all of the real property, properties, assets, premises, books and records, contracts and other documents and data related to the Business; (b) furnish Buyer and its representatives with such financial, operating and other data and information related to the Business as Buyer or any of its representatives may reasonably request; and (c) No actioninstruct the representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, suithowever, or proceeding that any such investigation shall be pending conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Business or threatened before any court or quasi-judicial or administrative agency other businesses of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any federalinformation to Buyer if such disclosure would, statein Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, localincluding the Business, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (iiz) cause contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change shall have taken place with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerBusiness.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation All obligations of Buyer to consummate the transactions contemplated by under this Agreement is subject are subject, at Buyer's option, to satisfaction of the following conditions fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) The representations each and warranties every representation and warranty of the Seller set forth in Section 3 above Sellers under this Agreement shall be true and correct accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) as of the date when made and shall be deemed to be made again at and as of the Closing DateDate and shall then be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality); (b) The Seller Sellers shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be delivered, and otherwise taken all actions required to be taken, in each case by Sellers on or prior to the Closing Date; (c) No no suit, action, suit, or other proceeding shall be pending or threatened before any court or quasi-judicial arbitration tribunal or administrative agency of any federalGovernmental Authority seeking to restrain, state, localprohibit, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingdeclare illegal, or charge would (i) prevent or adversely affect Seller’s consummation of any of seeking substantial damages in connection with, the transactions contemplated by in this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (d) No material adverse change Sellers shall have taken place received all consents, authorizations, waivers, and approvals required to be obtained prior to the Closing by any court or Governmental Authority under any applicable Law concerning the transactions contemplated herein (including, without limitation, all consents and authorizations, if any, from Governmental Authorities required to be obtained with respect to the Seller’s business, Transferable Permits prior to the Seller or Assets, and no event shall have occurred that results in a Material Adverse EffectClosing); (e) Seller Sellers shall have delivered to Buyer all consents to assignment, waivers of preferential rights to purchase, and other similar matters (if any) from third Persons required to be obtained prior to the Closing under the terms of the Leases, the Real Property Interests, and the Contracts, in each case as a result of the transactions contemplated in this Agreement; (f) Sellers shall have delivered to Buyer a certificate stating certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of a Seller, certifying to Buyer that, on the Closing Date, the representations and warranties of a Seller contained in this Agreement are true and correct in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) and that all covenants of the conditions specified above a Seller contained herein have been performed in Section 5.1(a) - (d) has been complied with; andall material respects; (fg) All actions Buyer shall have completed due diligence reviews satisfactory to be taken by Seller in connection Buyer with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance respect to the BuyerAssets.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's obligation of Buyer to consummate close the transactions transaction contemplated by this Agreement is subject to satisfaction of the following conditions being performed on or prior to before the Closing Date: (a) 13.1 The representations and warranties of the Seller set forth in Section 3 above Sellers and the Principal Sellers contained herein shall be accurate, true and correct in all material respects at on and as of the date of this Agreement, and shall be accurate, true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date;. (b) 13.2 The Seller Sellers and the Principal Sellers shall have performed and complied with all of its covenants hereunder their covenants, obligations and the covenants it has made regarding the Seller hereunder agreements contained in all material respects through this Agreement to be performed and complied with by them on or prior to the Closing Date;. (c) No action, suit, or proceeding 13.3 The Sellers shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s have received written evidence that all consents and approvals required for the consummation of any of the transactions contemplated by in this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change shall have taken place with respect to the Seller’s businessCorporation and the Subsidiaries and their respective businesses have been obtained and all required filings have been made, except where the Seller failure to obtain such consents or Assets, approvals or make such filings would not have a Material Adverse Effect. 13.4 A satisfactory employment agreement has been entered into between the Corporation and Xxxxx Xxxxx. 13.5 No Material Adverse Change shall have occurred and no event shall have occurred that results which, in the judgment of the Buyer may have a Material Adverse Effect;Effect on the financial condition or business of the Corporation and/or its Subsidiaries. (e) Seller 13.6 The Board of Directors and Shareholders of the Corporation shall have delivered consented in writing to Buyer a certificate stating that all the transactions contemplated by this Agreement. 13.7 No action or proceeding by any Governmental Authority or Person shall have been instituted or threatened which could enjoin, restrain and prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyerhereby.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation All obligations of Buyer to consummate the transactions contemplated by under this Agreement is subject are subject, at Buyer's option, to satisfaction of the following conditions fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) The representations each and warranties every representation and warranty of Seller and the Seller Company under this Agreement (other than the representation and warranty contained in Section 3.3(b)(i), the sole and exclusive remedy for which is set forth in Section 3 above 5.3(d); the representation and warranty contained in Section 3.3(b)(ii), the sole and exclusive remedy for which is expressed therein; and the representation and warranty contained in Section 3.3(f), the sole and exclusive remedy for which is set forth in Section 5.4) shall be true and correct accurate in all material respects (and in all respects, in the cases of representations and warranties qualified by materiality or the requirements of a Material Adverse Effect) as of the date when made and shall be deemed to be made again at and as of the Closing DateDate and shall then be true and accurate in all material respects (and in all respects, in the cases of representations and warranties qualified by materiality or the requirements of a Material Adverse Effect); provided, however, that no failure of Seller and the Company to fulfill the condition stated in this Section 7.2(a) will be deemed to result from a breach of the representations and warranties contained in Section 3.3(j) or Section 3.3(k) (insofar only as such representation and warranty relates to environmental matters) if such breach constitutes an Environmental Condition for which Buyer receives a reduction of the Cash Portion pursuant to Section 5.3; (b) The Seller and the Company shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be executed and delivered, and otherwise taken all actions required to be taken, in each case by Seller and the Company on or prior to the Closing Date; (c) No no suit, action, suit, or other proceeding shall be pending or threatened before any court or quasi-judicial arbitration tribunal or administrative agency of any federalGovernmental Authority seeking to restrain, stateenjoin, localprohibit, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingdeclare illegal, or charge would (i) prevent or adversely affect Seller’s consummation of any of seeking substantial damages in connection with, the transactions contemplated by in this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (d) No material adverse change Seller and the Company shall have taken place with respect received all consents, authorizations, waivers, and approvals required to be obtained prior to the Seller’s business, Closing by any court or Governmental Authority under any applicable Law concerning the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect;transactions contemplated herein; and (e) Seller and the Company shall have delivered made arrangements with all relevant lenders to Buyer a certificate stating that pay and discharge in full all indebtedness of the conditions specified above Company, and obtain releases or termination statements of all Liens, in each case referred to in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer6.11.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Buyer to consummate the transactions contemplated close hereunder, any of which may be waived in whole or in part by this Agreement is subject to satisfaction Buyer: 8.1 Each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Company and the Seller set forth Shareholders contained in Section 3 above this Agreement is now and, except as to those expressly limited to the date hereof or some other specific date, at all times after the date of this Agreement to and including the time of Closing shall be be, true and correct individually and collectively in all material respects, provided that any references to materiality in any representation and warranty shall be disregarded for purposes of this provision. 8.2 Each of the agreements, covenants and undertakings of Company and the Shareholders contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with both individually and collectively in all material respects at and as or before Closing. 8.3 No litigation, governmental actions or other proceeding involving or potentially involving a liability, obligation or loss on the part of Company of Three Million Dollars ($3,000,000) or more, in the aggregate, or which by reason of the Closing Date; (b) The Seller nature of the relief sought might have a reasonable likelihood of having a material adverse effect on Company's Business or financial condition, shall have performed and complied be threatened or commenced against Company with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date; (c) No actionrespect to any matter; no litigation, suit, governmental action or other proceeding shall be pending threatened or threatened before commenced against Company or any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change shall have taken place Shareholder with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect; (e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby provided for herein; and all certificatesneither Company nor any Shareholder has any knowledge of any basis for such litigation, opinionsgovernmental action or proceeding. 8.4 All indebtedness owing to Company by any director, instrumentsofficer, employee or Shareholder of Company will be paid in full at or prior to Closing. 8.5 All actions, proceedings, instruments and other documents required to effect enable Company and the transactions Shareholders to perform this Agreement or matters incident thereto (other than matters for which Buyer is responsible under the terms of this Agreement), and all other legal matters not relating to a default by Buyer of its obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Buyer. 8.6 All documents required to be delivered by the Shareholders at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing. 8.7 Final receipt and approval within three (3) days thereof of all of the Schedules to be attached hereto. 8.8 [Intentionally left blank] 8.9 All filings with, approvals by, and consents of third parties required to be made or received by or on the part of the Buyer for the consummation of the transaction contemplated hereby will be reasonably satisfactory in form and substance the manner herein provided, shall have been made or obtained. This shall include appropriate filings pursuant to the BuyerXxxx-Xxxxx-Xxxxxx Anti-trust Improvements Act of 1976, as amended ("HSR Act"). Any applicable waiting period under the HSR Act (and any extension thereof) shall have expired or been terminated. All parties to the Agreement agree to cooperate reasonably with respect to the filing of the necessary applications, and to proceed with such filings as soon as reasonably possible following the execution hereof. 8.10 [Intentionally left blank] 8.11 All options and warrants shall have been exercised and Buyer shall have received 100% of the issued and outstanding capital stock of Company.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer shall be obligated to consummate the transactions purchase of the Properties as contemplated by this Agreement is subject to satisfaction of on the Closing Date, provided the following conditions on precedent have been satisfied or prior to the Closing Datehave been waived in writing by Buyer: (a) The All representations and warranties of the Seller set forth Sellers contained in Section 3 above this Agreement shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Dateas though such representations and warranties were made at and as of such time and Buyer will have received a certificate signed by Sellers to such effect; provided, however, that any representations or warranties that, by their express terms, are required to be true and correct only as of Closing shall be true and correct only as of Closing; (b) The Seller Sellers shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through with all obligations and conditions contained in this Agreement to be performed or complied with by Sellers on or prior to the Closing Dateand Buyer will have received a certificate signed by Sellers to such effect; (c) No action, suit, action or proceeding other proceedings shall be pending or threatened before any court or quasi-judicial governmental entity in which it is sought by a person or administrative agency entity other than the Parties hereto or any of any federaltheir affiliates, stateofficers, localdirectors, or foreign jurisdiction employees to restrain, enjoin or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s otherwise prohibit the consummation of any of the transactions contemplated by this Agreement Agreement, or (ii) cause to obtain damages in connection with the transactions contemplated herein, nor shall there be any investigation by a governmental entity pending which might result in any such suit, action or other proceedings seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (d) No material adverse change All Preferential Rights shall have taken place with respect to the Seller’s businessbeen exercised, the Seller been waived, or Assets, and no event shall have occurred that results in a Material Adverse Effectexpired; (e) Seller The aggregate sum of downward adjustments to the Purchase Price for Title Defects and Casualty Losses, and for exclusion of Properties due to the exercise of Preferential Rights or failure to obtain required consents shall have delivered to Buyer a certificate stating that all not exceed fifteen percent (15%) of the conditions specified above in Section 5.1(a) - (d) has been complied withBase Purchase Price; and (f) All actions No adverse material change in the Properties, or Sellers’ interest therein, shall have occurred between May 18, 2010 and the Closing Date. (g) At or before Closing, Sellers shall have delivered a full and complete release of the liens and security interests encumbering the Properties, if any, including, without limitation, liens and security interests as well as all mechanics’ and materialmen’s liens and other liens encumbering the Properties, such releases, in each case, to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required reasonably acceptable to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation All obligations of Buyer to consummate the transactions contemplated by under this Agreement is subject are subject, at Buyer's option, to satisfaction of the following conditions fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) The representations each and warranties every representation and warranty of the each Seller set forth in Section 3 above under this Agreement shall be true and correct accurate in all material respects as of the date when made and shall be deemed to be made again at and as of the Closing DateDate and shall then be true and accurate in all material respects; (b) The each Seller shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with by it, executed and/or delivered all documents required to be executed and/or delivered by it, and otherwise taken all actions required to be taken, in each case by each Seller on or prior to the Closing Date; (c) No no suit, action, suit, or other proceeding shall be pending or threatened before any court or quasi-judicial arbitration tribunal or administrative agency of any federalgovernmental authority seeking to restrain, state, localprohibit, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingdeclare illegal, or charge would (i) prevent or adversely affect Seller’s consummation of any of seeking substantial damages in connection with, the transactions contemplated by in this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (d) No material adverse change each Seller shall have taken place with respect received all consents, authorizations, waivers, and approvals required to be obtained by such Seller prior to the Seller’s business, Closing by any court or governmental authority under any applicable law concerning the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effecttransactions contemplated herein; (e) Seller Sellers shall have delivered to Buyer a certificate stating releases of all liens, security interests, and other encumbrances encumbering the Assets that do not constitute Permitted Encumbrances; (f) Sellers shall have obtained and delivered to Buyer all consents to assignment required to be obtained from third persons prior to the Closing as the result of the conditions specified above transactions contemplated in this Agreement, including, without limitation, the consents to assignment referred to in Section 5.1(a) - (d) has been complied with8; and (fg) All actions with respect to be taken by each holder of a preferential right to purchase burdening the Properties, either (i) Seller in connection with consummation of the transactions contemplated hereby shall have obtained from such holder and all certificates, opinions, instruments, and other documents required delivered to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance Buyer a written response to the Buyernotice sent by USA to such holder pursuant to Section 7, which response indicates such holder's waiver, or his or her election to exercise, such preferential right to purchase, or (ii) the time period within which such holder must assert his or her preferential right to purchase has expired without the exercise of such right.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation All obligations of Buyer to consummate the transactions contemplated by under this Agreement is subject are subject, at Buyer’s option, to satisfaction of the following conditions fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) The representations each and warranties every representation and warranty of Seller and the Seller Company under this Agreement (other than the representation and warranty contained in Section 3.3(b)(i), the sole and exclusive remedy for which is set forth in Section 3 above 5.3(d); the representation and warranty contained in Section 3.3(b)(ii), the sole and exclusive remedy for which is expressed therein; and the representation and warranty contained in Section 3.3(f), the sole and exclusive remedy for which is set forth in Section 5.4) shall be true and correct accurate in all material respects (and in all respects, in the cases of representations and warranties qualified by materiality or the requirements of a Material Adverse Effect) as of the date when made and shall be deemed to be made again at and as of the Closing DateDate and shall then be true and accurate in all material respects (and in all respects, in the cases of representations and warranties qualified by materiality or the requirements of a Material Adverse Effect); provided, however, that no failure of Seller and the Company to fulfill the condition stated in this Section 7.2(a) will be deemed to result from a breach of the representations and warranties contained in Section 3.3(j) or Section 3.3(k) (insofar only as such representation and warranty relates to environmental matters) if such breach constitutes an Environmental Condition for which Buyer receives a reduction of the Cash Portion pursuant to Section 5.3; (b) The Seller and the Company shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be executed and delivered, and otherwise taken all actions required to be taken, in each case by Seller and the Company on or prior to the Closing Date; (c) No no suit, action, suit, or other proceeding shall be pending or threatened before any court or quasi-judicial arbitration tribunal or administrative agency of any federalGovernmental Authority seeking to restrain, stateenjoin, localprohibit, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingdeclare illegal, or charge would (i) prevent or adversely affect Seller’s consummation of any of seeking substantial damages in connection with, the transactions contemplated by in this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (d) No material adverse change Seller and the Company shall have taken place with respect received all consents, authorizations, waivers, and approvals required to be obtained prior to the Seller’s business, Closing by any court or Governmental Authority under any applicable Law concerning the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect;transactions contemplated herein; and (e) Seller and the Company shall have delivered made arrangements with all relevant lenders to Buyer a certificate stating that pay and discharge in full all indebtedness of the conditions specified above Company, and obtain releases or termination statements of all Liens, in each case referred to in Section 5.1(a) - (d) has been complied with; and (f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer6.11.