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

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing shall be subject to satisfaction (or waiver by Buyer) of each of the following conditions: 8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 All of the representations and warranties given by Seller in Article IV of the Agreement being true and correct in all material respects as of the date of Closing; 8.3 The transfer, conveyance and delivery of the Purchased Assets, on a lien-free basis; 8.4 Nothing having occurred which has had or could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof; 8.6 Seller shall have supplied Buyer with a portable hard drive containing all reasonably accessible books and records of the ProBiora3 Business of Seller; and 8.7 Seller shall have signed, and sent by overnight delivery service, correspondence addressed to the list of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondence.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Each and every obligation of Buyer to enter into and complete the Closing is subject, at Buyer’s obligation option, to purchase the Purchased Assets fulfillment and to take the other actions required to be taken by Buyer at the Closing shall be subject to satisfaction (or waiver by Buyer) of each of the following conditions: 8.1 (a) The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 All of the representations and warranties given by of Seller contained in Article IV of the this Agreement being will be true and correct in all material respects on and as of the date Closing Date with the same force and effect as though made on and as of Closingthe Closing Date, and Seller shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them prior to the Closing Date, and Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by such Seller to the foregoing effect and stating that all conditions to Buyer’s obligations hereunder have been satisfied; 8.3 The transfer(b) No action, conveyance and delivery suit or proceeding shall have been instituted before any court or governmental body or instituted or threatened by any Person which could materially affect the Acquired Assets or Assumed Liabilities, financial condition or prospects of Seller or the Business or restrain or prevent the carrying out of the Purchased Assets, on a lien-free basistransactions contemplated hereby or seek damages in connection with such transactions; 8.4 Nothing having occurred which has had or could (c) All necessary approvals and/or filings (including Consents) for the transactions contemplated hereby to be obtained and/or made by Seller shall have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Sellerbeen obtained and/or made, as the case may be, and shall be in full force and effect; (d) Buyer, Seller and the landlord of the Mosk Leases shall have reached an agreement mutually acceptable to each of them with regard to the repayment of amounts due to landlord and the lease terms for the Premises from and after Closing; (e) All Liens on the Acquired Assets, other than the Permitted Liens, shall have been properly released; (f) Seller shall have delivered or caused to be delivered the following to Buyer: (i) copies of the resolutions of each of Seller’ board of directors authorizing and approving this Agreement and all transactions and other documents, instruments and agreements contemplated hereby; (ii) a xxxx of sale transferring the Acquired Assets from Seller to Buyer, free and clear of any and all Liens, duly executed by Seller; (iii) good standing certificates for Seller from the State of Florida dated as of a recent date; (iv) stock certificates evidencing the Subject Shares, duly executed by GeoPharma; and (v) such other deeds, bills of sale, endorsements, assignments and other instruments of sale, assignment, transfer and conveyance in form and substance satisfactory to Buyer and its counsel, as are required to effectively vest in Buyer good and marketable title in and to all of the ancillary agreementsAcquired Assets and Subject Shares, contracts, or documents to be provided under Article III hereof; 8.6 Seller shall have supplied Buyer with a portable hard drive containing free and clear of any and all reasonably accessible books and records of the ProBiora3 Business of Seller; and 8.7 Seller shall have signed, and sent by overnight delivery service, correspondence addressed to the list of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the CorrespondenceLiens.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. 5.1 Buyer’s 's obligation to purchase consummate the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing shall be subject to transactions contemplated hereunder is conditioned upon satisfaction (or waiver by Buyer) of each of the following conditions: 8.1 The absence of any pending conditions at or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges prior to the consummation of the Closing on any basis, (or which could have such earlier date as is specified with respect to a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business;particular condition): 8.2 All (a) None of the representations and warranties given by of Seller set forth in Article IV hereof shall be untrue or inaccurate in any material respect. (b) Seller shall not have failed to perform or comply with any of its agreements or obligations in any material respect and within the Agreement being true time periods provided herein. (c) Notwithstanding anything contained herein to the contrary, if this Contract terminates by reason of Buyer's failure to send the Notice to Continue, the Xxxxxxx Money Deposit and correct in all material respects interest thereon shall be paid over to Buyer, less the sum of Fifty and No/100 Dollars ($50.00) (the "Option Sum"), which is to be retained by the Seller as consideration for this Contract, which consideration is deemed earned as of the date of Closing;this Contract. 8.3 The transfer(d) No geological flaw, conveyance and delivery fault, or defect, soil condition or other physical defect which would prevent the Buyer from developing the Property as a shopping center in Buyer's reasonable judgment shall have been discovered during the Inspection Period. 5.2 Termination if Conditions Precedent not Satisfied or Waived. If any of the Purchased Assetsconditions precedent to the performance of Seller's obligations under this Contract have not been satisfied, on a lien-free basis; 8.4 Nothing having occurred which has had or could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contractswaived, or documents deemed waived by the Buyer within the time frame established herein, then the Buyer may, at its option, by written notice delivered to the obligated party and Title Company, terminate this Contract, in which event the Xxxxxxx Money Deposit shall be provided under Article III hereof; 8.6 returned to Buyer and thereafter Buyer and Seller shall have supplied Buyer no further obligations, one to the other, with a portable hard drive containing all reasonably accessible books and records respect to the subject matter of this Contract, subject to the ProBiora3 Business provisions of Seller; and 8.7 Seller shall have signedArticle VIII hereof, and sent by overnight delivery service, correspondence addressed to the list of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and except as otherwise provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondenceunder Section 2.3 hereof.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing shall be shall, subject to satisfaction (or waiver of the conditions to Closing set forth in Article 12.1, consummate the purchase of the Acquired Properties contemplated by this Agreement on the Closing Date, provided the following conditions precedent have been satisfied or waived by Buyer) of each of the following conditions: 8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 All of the 12.2.1 all representations and warranties given by of Seller contained in Article IV of the this Agreement being are true and correct in all material respects; 12.2.2 Seller shall have complied in all material respects as of the date of with all Seller’s material obligations and conditions in this Agreement to be performed or complied with prior to Closing; 8.3 The transfer, conveyance and delivery of 12.2.3 Buyer shall have found Seller’s title to the Purchased Assets, on a lien-free basisProperties to be Defensible Title; 8.4 Nothing having occurred 12.2.4 Buyer is satisfied with its ability to transport gas from the production handling facility described in the PHA through the Magnolia Gathering Lateral Pipeline (which has had or could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Businessruns from such facility to an interconnect with Garden Banks 128); 8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof; 8.6 12.2.5 Seller shall have supplied provided an amendment or other evidence satisfactory to Buyer with a portable hard drive containing all reasonably accessible books and records that Article 10.3.1 (b) of the ProBiora3 Business PHA has been amended or modified to provide for the right to terminate for the failure to commence initial production thereunder shall not accrue until at a date no earlier than August 21, 2009; 12.2.6 The Magnolia Owners (as such term is defined in the PHA) shall have agreed in writing delivered to Buyer that Buyer is creditworthy and that the lien provisions of Article 13.2.1 (b) of the PHA will not be applicable to Buyer; 12.2.7 The production handling facility described in the PHA shall not have been materially damaged or lost; 12.2.8 Seller’s ultimate parent company, Caxxxx Xetroleum Company shall have executed a guaranty of substantially the form of the Guaranty guaranteeing the performance of Seller; 12.2.9 Seller shall have furnished to Buyer adequate recordable originals of releases of all existing liens, mortgages, encumbrances, and security interests burdening the Acquired Properties; and 8.7 12.2.10 Seller shall have signedexecuted the Operating Agreement and Buyer shall have received contractual assurances, in form and sent by overnight delivery servicesubstance and from such parties satisfactory to Buyer, correspondence addressed to of the list performance of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, obligations under the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the CorrespondenceOperating Agreement.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to consummate the purchase of the Purchased Assets and to take the other actions required to be taken Properties as contemplated by Buyer at this Agreement on the Closing shall be subject to satisfaction (Date, provided the following conditions precedent have been satisfied or waiver have been waived by Buyer) of each of the following conditions: 8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 (a) All of the representations and warranties given by of Seller contained in Article IV of the this Agreement being shall be true and correct in all material respects at and as of Closing as though such representations and warranties were made at and as of such time; (b) Seller shall have complied in all material respects with all obligations and conditions contained in this Agreement to be performed or complied with by Seller on or prior to the Closing, including, without limitation, the covenants set forth in Section 12.1; (c) Seller shall have delivered to Buyer a certificate executed by all of the officers of Seller dated as of the date Closing Date, certifying on behalf of ClosingSeller that the conditions set forth in Sections 13.2 (a) and (b) have been fulfilled; 8.3 The transfer(d) Seller and Buyer shall have agreed to the terms and provisions of a binding letter agreement by and between the Parties providing for an area of mutual interest affecting lands situated within Lincoln, conveyance and delivery of the Purchased AssetsLogan, on a lien-free basisPayne, Grant, Alfalfa or Okfuskee Counties, Oklahoma, within which Seller’s ability to compete with Buyer and/or Altex II will be restricted (“AMI Agreement”); 8.4 Nothing having occurred which has had or could have a Material Adverse Effect (e) The Altex II Assets shall be free and clear of all liens and encumbrances except those specified on the Purchased Assets or the ProBiora3 BusinessExhibit “B-3” hereto; 8.5 The execution (f) All documentation pertaining to the transfer to Buyer on or before February 28, 2006 of an undivided [confidential information omitted]of the Shares is acceptable to Buyer and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereofsuch Shares are unencumbered; 8.6 Seller shall (g) The Board of Directors (or other managing body) of Buyer has approved the terms and provisions set forth in this Agreement and consented to the transactions contemplated by this Agreement; (h) All Title Defects and all Environmental Defects have supplied Buyer been waived, cured or resolved to Buyer’s satisfaction in accordance with a portable hard drive containing all reasonably accessible books the terms and records provisions of the ProBiora3 Business of Sellerthis Agreement; and 8.7 Seller shall have signed(i) Simultaneously with the Closing provided for in this Agreement, Buyer closes with [confidential information omitted] pursuant to Purchase and sent by overnight delivery service, correspondence addressed Sale Agreements pertaining to an undivided interest in the list same assets as are the subject of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondencethis Agreement.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to consummate the purchase of the Purchased Assets and to take the other actions required to be taken Properties as contemplated by Buyer at this Agreement on the Closing shall be subject to satisfaction (Date, provided the following conditions precedent have been satisfied or waiver have been waived by Buyer) of each of the following conditions: 8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 (a) All of the representations and warranties given by of Seller contained in Article IV of the this Agreement being shall be true and correct in all material respects at and as of Closing as though such representations and warranties were made at and as of such time; (b) Seller shall have complied in all material respects with all obligations and conditions contained in this Agreement to be performed or complied with by Seller on or prior to the Closing, including, without limitation, the covenants set forth in Section 12.1; (c) Seller shall have delivered to Buyer a certificate executed by all of the officers of Seller dated as of the date Closing Date, certifying on behalf of ClosingSeller that the conditions set forth in Sections 13.2 (a) and (b) have been fulfilled; 8.3 (d) Seller and Buyer shall have agreed to the terms and provisions of a binding letter agreement by and between the Parties providing for an area of mutual interest affecting lands situated within Lincoln, Logan, Payne, Grant, Alfalfa or Okfuskee Counties, Oklahoma, within which Seller’s ability to compete with Buyer and/or Altex II will be restricted (“AMI Agreement”); (e) The transferAltex II Assets shall be free and clear of all liens and encumbrances except those specified on Exhibit “B-3” hereto; (f) All documentation pertaining to the transfer to Buyer on or before February 28, conveyance and delivery 2006 of an undivided [confidential information omitted] of the Purchased Assets, on a lien-free basisShares is acceptable to Buyer and such Shares are unencumbered; 8.4 Nothing having occurred which (g) The Board of Directors (or other managing body) of Buyer has had or could have a Material Adverse Effect on approved the Purchased Assets or terms and provisions set forth in this Agreement and consented to the ProBiora3 Business; 8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof; 8.6 Seller shall have supplied Buyer with a portable hard drive containing all reasonably accessible books and records of the ProBiora3 Business of Sellertransactions contemplated by this Agreement; and 8.7 Seller shall (h) All Title Defects and all Environmental Defects have signedbeen waived, cured or resolved to Buyer’s satisfaction in accordance with the terms and sent by overnight delivery service, correspondence addressed to the list provisions of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondencethis Agreement.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to consummate the purchase of the Purchased Assets and to take the other actions required to be taken Properties as contemplated by Buyer at this Agreement on the Closing shall be subject to satisfaction (Date, provided the following conditions precedent have been satisfied or waiver have been waived by Buyer) of each of the following conditions: 8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 (a) All of the representations and warranties given by of Seller contained in Article IV of the this Agreement being shall be true and correct in all material respects at and as of Closing as though such representations and warranties were made at and as of such time; (b) Seller shall have complied in all material respects with all obligations and conditions contained in this Agreement to be performed or complied with by Seller on or prior to the Closing, including, without limitation, the covenants set forth in Section 12.1; (c) Seller shall have delivered to Buyer a certificate executed by all of the officers of Seller dated as of the date Closing Date, certifying on behalf of ClosingSeller that the conditions set forth in Sections 13.2 (a) and (b) have been fulfilled; 8.3 (d) Seller and Buyer shall have agreed to the terms and provisions of a binding letter agreement by and between the Parties providing for an area of mutual interest affecting lands situated within Lincoln, Logan, Payne, Grant, Alfalfa or Okfuskee Counties, Oklahoma, within which Seller’s ability to compete with Buyer and/or Altex II will be restricted (“AMI Agreement”); (e) The transferAltex II Assets shall be free and clear of all liens and encumbrances except those specified on Exhibit “B-3” hereto; (f) All documentation pertaining to the transfer to Buyer on or before February 28, conveyance and delivery 2006 of an undivided [confidential information omitted] of the Purchased Assets, on a lien-free basisShares is acceptable to Buyer and such Shares are unencumbered; 8.4 Nothing having occurred which (g) The Board of Directors (or other managing body) of Buyer has had or could have a Material Adverse Effect on approved the Purchased Assets or terms and provisions set forth in this Agreement and consented to the ProBiora3 Businesstransactions contemplated by this Agreement; 8.5 The execution (h) All Title Defects and deliveryall Environmental Defects have been waived, cured or resolved to Buyer’s satisfaction in accordance with the terms and provisions of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof; 8.6 Seller shall have supplied Buyer with a portable hard drive containing all reasonably accessible books and records of the ProBiora3 Business of Sellerthis Agreement; and 8.7 Seller shall have signed(i) Simultaneously with the Closing provided for in this Agreement, Buyer closes with [confidential information omitted] pursuant to Purchase and sent by overnight delivery service, correspondence addressed Sale Agreements pertaining to an undivided interest in the list same assets as are the subject of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondencethis Agreement.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s Buyers' obligation to purchase the Purchased Assets DIIG Equity Interests, the DQ Valuation Assets, and the Luxco IP Assets, to assume the Transferred Liabilities, and to take the other actions required to be taken by Buyer Buyers at the Closing shall be is subject to satisfaction (the satisfaction, at or waiver by Buyer) prior to the Closing, of each of the following conditions:conditions (any of which may be waived by Buyers in writing, in whole or in part): 8.1 The absence (i) Except with respect to the representations and warranties set forth in the Specified Sections and Section 3.16 (Taxes), the representations and warranties of Sellers set forth in ARTICLE III (Representations and Warranties of Sellers), taking into account any pending or threatened claimsand all Schedules Notices provided with respect to such representations and warranties, or litigation seeking to enjoin or prevent the conveyance will be true and correct in all respects at and as of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation date of this Agreement and at and as of the Closing on Date (without regard as to any basisqualifications as to “material”, “materiality”, or which could “Material Adverse Effect”), except for such failures to be true and correct as would not have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 All of Effect, and (ii) the representations and warranties given by Seller of Sellers set forth in Article IV of the Agreement being Specified Sections and Section 3.16 (Taxes), taking into account any and all Schedules Notices provided with respect to such representations and warranties, will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date; provided, that with respect to each of clauses (i) and (ii) above, representations and warranties that are made as of a specific date, will be true and correct only at and as of such specific date (in the manner set forth in clause (i) or (ii), as applicable); (b) Sellers will have performed in all material respects all of their obligations hereunder required to be performed at or prior to the Closing; 8.3 The transfer(c) Since the date of this Agreement, conveyance and delivery of the Purchased Assets, on a lien-free basis; 8.4 Nothing having occurred which there will not have been any Effect that has had or could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof; 8.6 Seller shall have supplied Buyer with a portable hard drive containing all reasonably accessible books and records of the ProBiora3 Business of SellerEffect; and 8.7 Seller shall (d) Buyers will have signed, and sent received each of the deliveries contemplated by overnight delivery service, correspondence addressed to the list of parties identified on Exhibit K, with a return envelope addressed to Buyer Sections 2.6(a) through 2.6(k) (collectively, the “Correspondence”Sellers' Deliveries at Closing), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondence.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to consummate the purchase of the Purchased Assets and to take the other actions required to be taken Properties as contemplated by Buyer at this Agreement on the Closing shall be subject to satisfaction (Date, provided the following conditions precedent have been satisfied or waiver have been waived by Buyer) of each of the following conditions: 8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business; 8.2 (a) All of the representations and warranties given by of Seller contained in Article IV of the this Agreement being shall be true and correct in all material respects at and as of Closing as though such representations and warranties were made at and as of such time; (b) Seller shall have complied in all material respects with all obligations and conditions contained in this Agreement to be performed or complied with by Seller on or prior to the Closing, including, without limitation, the covenants set forth in Section 12.1; (c) Seller shall have delivered to Buyer a certificate executed by all of the officers of Seller dated as of the date Closing Date, certifying on behalf of ClosingSeller that the conditions set forth in Sections 13.2 (a) and (b) have been fulfilled; 8.3 (d) Seller and Buyer shall have agreed to the terms and provisions of a binding letter agreement by and between the Parties providing for an area of mutual interest affecting lands situated within Lincoln, Logan, Payne, Grant, Alfalfa or Okfuskee Counties, Oklahoma, within which Seller’s ability to compete with Buyer and/or Altex II will be restricted (“AMI Agreement”); (e) The transferAltex II Assets shall be free and clear of all liens and encumbrances except those specified on Exhibit “B-3” hereto; (f) All documentation pertaining to the transfer to Buyer on or before February 28, conveyance and delivery 2006 of an undivided 25% of the Purchased Assets, on a lien-free basisShares is acceptable to Buyer and such Shares are unencumbered; 8.4 Nothing having occurred which (g) The Board of Directors (or other managing body) of Buyer has had or could have a Material Adverse Effect on approved the Purchased Assets or terms and provisions set forth in this Agreement and consented to the ProBiora3 Businesstransactions contemplated by this Agreement; 8.5 The execution (h) All Title Defects and deliveryall Environmental Defects have been waived, cured or resolved to Buyer’s satisfaction in accordance with the terms and provisions of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof; 8.6 Seller shall have supplied Buyer with a portable hard drive containing all reasonably accessible books and records of the ProBiora3 Business of Sellerthis Agreement; and 8.7 Seller shall have signed(i) Simultaneously with the Closing provided for in this Agreement, Buyer closes with [confidential information omitted] pursuant to Purchase and sent by overnight delivery service, correspondence addressed Sale Agreements pertaining to an undivided interest in the list same assets as are the subject of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondencethis Agreement.