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 proceed with Closing are, at Buyer's option, subject to the satisfaction, waiver or release of the following conditions on or before Closing. 9.01. All of the representations and warranties made by Quantum in this Agreement shall be true and correct as of the time of Closing. 9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated as of Closing, to the effect that: (a) Quantum is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohio. (b) All proceedings required by law or by the provisions of this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum in connection with the due consummation of the transactions contemplated by this Agreement have been duly and validly taken. (c) Quantum has complete and unrestricted power to sell, convey, transfer, assign and deliver to Buyer all of the assets to be sold by Quantum to Buyer under this Agreement. (d) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer shall have the option: (i) proceed with Closing according to the terms of this Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to proceed consummate the transactions to be performed by it in connection with the Closing are, at Buyer's option, is subject to the satisfaction, waiver or release satisfaction of the following conditions on or before Closing.conditions: 9.01. All of the (a) The representations and warranties made by Quantum Seller to Buyer in this Agreement or any document or instrument delivered to Buyer on the Closing Date shall be true and correct (i) in all material respects when made and (ii) on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the time of Closing. 9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated as of Closing, to the effect that: such date (a) Quantum is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation except for changes contemplated by this Agreement or occurring in the State Ordinary Course of OhioBusiness which do not singly or in the aggregate have a Material Adverse Effect). (b) All proceedings Seller shall have duly performed all of the covenants required to be performed by law it or by any of its affiliates under this Agreement on or before the provisions Closing Date, and an authorized officer of Seller shall deliver to Buyer a certificate dated as of the Closing Date certifying to the fulfillment of this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum condition and the condition set forth in connection with the due consummation of the transactions contemplated by this Agreement have been duly and validly takenSection 8.1(a). (c) Quantum has complete and unrestricted power to sellThere shall not be pending any Proceeding brought by any Person before any Governmental Body challenging, conveyaffecting, transferor seeking material damages in connection with, assign and deliver to Buyer all this Agreement or any of the assets to be sold by Quantum to Buyer under this AgreementContemplated Transactions. (d) The saleA favorable opinion of Xxxxxxx & Xxxx, conveyancesP.A., transferscounsel for Seller, shall have been delivered to Buyer dated as of the Closing Date, in the form agreed to by the parties. (e) Early termination of or expiration of the waiting period under the HSR Act shall have occurred on or prior to the Closing Date. (f) Consents (including all Governmental Authorizations and all Consents required to be obtained by Seller or under any Applicable Contracts to prevent a breach of such Contract) required of Seller or an Acquired Company shall have been obtained, on terms and conditions reasonably satisfactory to Buyer, and deliveries under this Agreement Seller and the Acquired Company shall provide evidence of the receipt of such Consents to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is boundBuyer. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, (g) Buyer shall have the option: (i) proceed with Closing according to the terms of this Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount satisfactorily completed its due diligence review of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or moreAcquired Companies.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to proceed with Closing are, at Buyer's option, subject to consummate the satisfaction, waiver or release of the following conditions on or before Closing. 9.01. All of the representations and warranties made transaction contemplated by Quantum in this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: 9.1 The representations and warranties of Seller and Goodyear contained in this Agreement or in any Schedule annexed to this Agreement shall, considered as a whole, be true in all material respects on and correct as of the time Closing Date with the same effect as though such representations and warranties had been made on and as of Closingsuch date, except to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms of this Agreement, and Seller and Goodyear shall deliver to Buyer a certificate to that effect on the Closing Date. 9.02. Quantum 9.2 Seller and Goodyear shall have delivered duly performed all obligations, covenants and agreements undertaken by them herein and complied with all terms and conditions applicable to them, respectively, hereunder to be performed and complied with at or prior to the Closing Date. 9.3 Seller and Goodyear, at their expense, shall furnish to Buyer an a favorable opinion of Quantum's its counsel, addressed to Buyer, dated as of Closingthe Closing Date, to the effect that: (a) Quantum 9.3.1 This Agreement has been duly executed and delivered by Seller and Goodyear and is enforceable against Seller and Goodyear in accordance with its terms. 9.3.2 Goodyear is a corporation duly organized, validly existing organized and in good standing under the laws of the Commonwealth State of Virginia North Carolina and is duly qualified and in good standing as a foreign corporation to do business in the State of Ohiojurisdictions set forth on Schedule 3.1. (b) All proceedings required by law or by the provisions 9.3.3 The authorized capital of Goodyear is as set forth in Section 3.2 hereof and Seller owns all Capital Stock of record and that Capital Stock has been validly issued and is fully paid and non-assessable. 9.3.4 The execution and delivery of this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum in connection with and the due consummation of the transactions contemplated hereby do not violate any provision of Goodyear's Articles of Incorporation or By-laws. 9.3.5 To the knowledge of such counsel, there is no litigation, arbitration, legal or other proceeding in which Seller, Goodyear or any of its officers or directors is now engaged or threatened which would affect its ability to complete this transaction. 9.4 There shall have been delivered to Buyer at or prior to the Closing Date: (i) certificates of good standing with respect to Goodyear issued by the Secretary of the State of North Carolina and any other state in which Goodyear is registered to do business; and (ii) the documents required to be delivered pursuant to the provisions of Sections 3.3, 3.6.2, 3.8, 3.9, 3.11, 3.15, 3.22 and 3.24. 9.5 There shall be no effective injunction or restraining order of any nature issued by any court of competent jurisdiction which shall direct that this Agreement have been duly and validly takenor the transactions contemplated herein not be consummated. (c) Quantum has complete and unrestricted power to sell, convey, transfer, assign and deliver 9.6 Goodyear shall have delivered to Buyer all of the assets to be sold by Quantum to Buyer under this Agreementits corporate books and records, including, without limitation, stock certificate and ledger books, minute books, corporate seal, contracts, agreements, leases and insurance policies. (d) 9.7 The saleresignations, conveyancesdated the Closing Date, transfers, of all of the officers and deliveries under this Agreement directors of Goodyear shall have been delivered to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is boundBuyer. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer 9.8 Xxxxxxx Xxxxxxx Goodyear shall have entered into an employment agreement (the option: (i) proceed with Closing according to the terms of this "Employment Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more.)

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to proceed with Closing are, at Buyer's option, consummate the transactions contemplated in this Agreement are subject to the satisfactionsatisfaction (or waiver), waiver prior to or release at the Closing of each of the following conditions on or before Closing.conditions: 9.01. All of the (a) The representations and warranties made by Quantum the Seller Parties contained in this Agreement shall be true and correct in all material respects on and as of the time of Closing. 9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated Closing Date with the same effect as though such representations and warranties were made or given as of Closingsuch date, (i) except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, and (ii) except for the representations and warranties that are qualified by materiality, which shall be true and correct in all respects, and without giving effect that: (a) Quantum is a corporation duly organizedto any supplement to the Disclosure Schedule, validly existing except for supplements relating to trade accounts receivable, trade accounts payable, and in good standing under the laws customer contracts which are contemplated to be brought current as of the Commonwealth Closing Date, reflecting changed information resulting from the Ordinary Course of Virginia and is qualified and in good standing as a foreign corporation in the State of OhioBusiness. (b) All proceedings Each of the Seller Parties shall have performed and complied in all respects with all of the agreements and obligations required by law or by the provisions of this Agreement to be performed and complied with by them prior to or at the Closing; (c) No action, suit or other proceeding shall be pending which shall have been brought by Quantum's certificate any Person (other than the parties hereto and their Affiliates) that may have the effect of incorporation or by-lawspreventing, delaying, making illegal, or any imposing limitations or other document binding upon Quantum, to be taken by Quantum in connection conditions on or otherwise interfering with the due consummation of the transactions as contemplated by this Agreement have been duly and validly taken. (c) Quantum has complete and unrestricted power to sell, convey, transfer, assign and deliver to Buyer all of the assets to be sold by Quantum to Buyer under in this Agreement.; (d) The saleAll third party consents and releases from liability required to complete the transaction have been obtained by Seller; (e) Landlord shall have terminated the Real Estate Lease and acknowledged that Buyer has no liability or obligation therefor or thereunder; (f) There shall have been no occurrence of any event, conveyancescircumstance, transferschange, and deliveries or state of facts that has had or can reasonably be expected to have a Material Adverse Effect on or to, or that would be reasonably likely to have or cause a sustainable material reduction in value of (i) the business, properties, assets, liabilities (contingent or otherwise), results of operations or condition (financial or otherwise) of the Business or the Seller, or (ii) any Seller Party's ability to, in a timely manner, perform its obligations under this Agreement to Buyer are not or consummate the transactions; (g) All actions required for compliance with the California Bulk Sales Law shall have been taken, the required notice period(s) thereunder shall have expired, and any creditor claims asserted pursuant thereto shall have been satisfied in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound.full by Seller; and 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, (h) Buyer shall have received original executed copies of all of the option: (i) proceed with Closing according Transaction Documents and all other information to the terms of be delivered to it as provided for in this Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer’s obligation of to buy the Acquired Assets, to assume the Assumed Liabilities, to issue the Consideration Shares and the Holdback Shares, to take the other actions required to be taken by Buyer at Closing, and to proceed with Closing areotherwise close the transactions pursuant to this Agreement, at Buyer's option, is subject to the satisfaction, waiver at or release prior to Closing, of each of the following conditions on (any of which may be waived, in whole or before Closing.in part, by Buyer): 9.01. (a) All of the representations and warranties made by Quantum of the Corporation in this Agreement shall be true and correct must have been accurate in all material respects as of the time date of Closing. 9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated this Agreement and must be accurate in all material respects as of Closingthe Closing Date as if made on the Closing Date, except for changes contemplated by this Agreement or consented to the effect that: (a) Quantum is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohiowriting by Buyer. (b) All proceedings of the covenants and obligations that the Corporation is required to perform or comply with pursuant to this Agreement at or prior to Closing must have been performed and complied with in all material respects, except as otherwise consented to in writing by law Buyer. (c) The Corporation must have delivered each of the documents required to be delivered to Buyer pursuant to Section 13. (d) Buyer shall have negotiated and executed new agreements in form and substance satisfactory to Buyer amending the agreements listed on Schedule 10(d) with the Persons listed therein. (e) There shall not have occurred any theft, loss, damage, or destruction to or of a material portion of the assets, properties, or business of the Corporation, whether or not covered by insurance. (f) There shall be (A) in effect no injunction, decree, or order of any court of competent jurisdiction that prohibits the provisions sale of the Acquired Assets to Buyer, or that otherwise prohibits this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum in connection with the due consummation of the transactions contemplated by this Agreement have Agreement, that has been duly and validly taken. (c) Quantum adopted or issued, or has complete and unrestricted power to sellotherwise become effective, convey, transfer, assign and deliver to Buyer all since the date of the assets to be sold by Quantum to Buyer under this Agreement. (d) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not (B) no action or litigation pending or threatened in contravention of writing by any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between Person since the date of this Agreement in which (x) an injunction is or may be sought against this Agreement or the transactions contemplated by this Agreement, or (y) relief is or may be sought against any party hereto as a result of this Agreement or the transactions contemplated hereby, and Closing. If in which in the good faith judgment of Buyer (relying on the advice of its legal counsel), such Person has a casualty reasonable possibility of prevailing and such relief would have a material adverse effect on Buyer, the Corporation or other event occursthe Business. (g) There shall not have been a material adverse change in the financial condition and in the results of operations of, and there shall not have been any material adverse change in the condition of the assets of or in the business prospects of the Corporation (taken as a whole). (h) Buyer shall have completed its due diligence review of the option: (i) proceed with Closing according to Corporation and the terms results of this Agreement, (ii) proceed with Closing except that the Purchase Price such review shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) shall be immediately returned satisfactory to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer’s obligation of to purchase the Acquired Assets and to take the other actions required to be taken by Buyer to proceed with at the Closing are, at Buyer's option, is subject to the satisfaction, waiver at or release prior to the Closing, of each of the following conditions on (any of which may be waived by Buyer in whole or before Closingin part): (a) All conditions precedent to the obligations of the other parties to the Participation Agreement shall have been satisfied or waived other than conditions precedent which are not in the control of Buyer or cannot be satisfied prior to the consummation of the Acquisition Transaction contemplated hereby. 9.01. All (b) Each of the representations and warranties made by Quantum of Seller contained in this Agreement Article IV hereof that are qualified as to materiality shall be true and correct in all respects on and as of the time of Closing. 9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated Closing Date with the same force and effect as though the same had been made on and as of Closingthe Closing Date (except that any such representations and warranties that are made as of a specific date need to be true and correct in all respects only as of such date), to the effect that: (a) Quantum is a corporation duly organized, validly existing and in good standing under the laws each of the Commonwealth representations and warranties of Virginia Seller contained in Article IV hereof that are not qualified as to materiality shall be true and is qualified correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specific date need to be true and correct in good standing all material respects only as a foreign corporation in the State of Ohiosuch date). (bc) All proceedings of the covenants and obligations that Seller is required by law to perform or by the provisions of to comply with pursuant to this Agreement at or by Quantum's certificate of incorporation prior to the Closing shall have been duly performed and complied with. (d) All authorizations, consents, orders or by-lawsapprovals of, or declarations or filings with, or expiration of waiting periods imposed by, any other document binding upon Quantum, to be taken by Quantum in connection with Governmental Entity necessary for the due consummation of the transactions contemplated by this Agreement shall have been duly filed, occurred or been obtained, and validly takenSeller shall have obtained, in form and substance reasonably satisfactory to Buyer, all other required consents to the transactions contemplated hereby and shall have arranged for the release on or prior to the Closing Date of all Liens (other than Permitted Encumbrances) which encumber any of the Acquired Assets. (ce) Quantum has complete All limited liability company actions and unrestricted power proceedings to sellbe taken and all documents to be executed and delivered by Seller in connection with the consummation of the transactions contemplated hereby, convey, transfer, assign shall be reasonably satisfactory in form and deliver substance to Buyer all of the assets to be sold by Quantum to Buyer under this Agreementand its counsel. (df) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not in contravention No order of any applicable federal, state or local law, or of any contract, indenture court or other instrument Governmental Entity restraining, prohibiting or document to which Quantum is a party enjoining the consummation of the transactions contemplated hereby shall be in effect or is boundbe threatened or sought by any Governmental Entity. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, (g) Buyer shall have the option: (i) proceed with Closing according to the terms of this Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount received each of the cost of repair or replacement of the assets affectedcertificates, providing the parties to this Agreement can agree on said dollar amountdocuments, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement agreements and Buyer's entire deposit as other instruments set forth in Section 2.023.4(c) hereof. (ah) The Closing Date shall be immediately returned have occurred on or prior to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 onlyAugust 15, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more2013.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to proceed with Closing are, at Buyer's option, consummate the transactions contemplated by this Agreement is subject to the satisfaction, waiver or release satisfaction of the following conditions on or before Closing.prior to the Closing Date: 9.01. All of the (a) The representations and warranties made by Quantum of Seller set forth in this Agreement Section 3 above shall be true and correct in all material respects at and as of the time Closing Date with the same effect as though made at and as of Closing.the date hereof (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); 9.02. Quantum (c) Seller shall have delivered to Buyer an opinion performed and complied in all material respects with all of Quantum's counsel, dated as of Closing, to its covenants hereunder in all material respects through the effect that:Closing Date; (ad) Quantum is a corporation duly organizedNo Action, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohio. (b) All proceedings required by law or by the provisions of this Agreement or by Quantum's certificate of incorporation or by-lawssuit, or proceeding shall be pending or threatened before any other document binding upon Quantumcourt or quasi-judicial or administrative agency of any federal, to be taken by Quantum in connection with 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 the due Seller's consummation of any of the transactions contemplated by this Agreement have been duly and validly taken. or (cii) Quantum has complete and unrestricted power to sell, convey, transfer, assign and deliver to Buyer all cause any of the assets to be sold transactions contemplated by Quantum to Buyer under this Agreement. (d) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not in contravention of any applicable federalbe rescinded following consummation (and no such injunction, state or local lawjudgment, order, decree, ruling, or of any contractcharge shall be in effect); (e) No material adverse change shall have taken place with respect to the Seller, indenture or other instrument or document to which Quantum is a party or is bound. 9.03. The Assets and the intended use thereof are not or no event shall have not been adversely affected occurred that results in a material way Material Adverse Effect; (f) Seller shall have delivered to Buyer a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by a casualty or other eventthe board of directors of Seller authorizing the execution, whether insured or uninsured, between the date delivery and performance of this Agreement and Closingthe consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. If such a casualty or other event occurs, Buyer shall have received a certificate of the option: Secretary or an Assistant Secretary (ior equivalent officer) proceed with Closing according of Seller certifying the names and signatures of the officers of Seller authorized to the terms of sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder (iithe “Seller Closing Certificate”); and (g) proceed with Closing except that Seller shall have received all third party consents necessary for the Purchase Price shall be reduced by the dollar amount sale of the cost of repair or replacement of Purchased Assets, including, but not limited to, the assets affected, providing the parties to this Agreement can agree on said dollar amount, or Stockholder Consent. (iiih) terminate this Agreement, in which event the parties Seller shall have no further obligation under this Agreement delivered into Escrow duly executed counterparts to the Transaction Documents and Buyer's entire deposit as such other documents and deliveries set forth in Section 2.02 (a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more7.2.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The following shall be additional conditions precedent to Buyer’s obligation of Buyer to proceed with Closing are, at Buyer's option, subject to consummate the satisfaction, waiver or release of the following conditions on or before Closing.purchase contemplated herein: 9.01. (a) All of the representations and warranties made by Quantum Seller set forth in this Agreement shall be true and correct in all material respects at the Closing, as if made as of the time of Closing. 9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated as of Closing, to the effect that: (a) Quantum is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohio.Closing Date; (b) All proceedings required by law or by Seller shall have delivered the provisions items set forth under Section 8.2 of this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum in connection with the due consummation of the transactions contemplated by this Agreement have been duly and validly takenAgreement. (c) Quantum has complete Seller shall have performed, observed and unrestricted power to sell, convey, transfer, assign complied in all material respects with all covenants and deliver to Buyer all of the assets agreements required to be sold performed by Quantum Seller at or prior to Buyer under this Agreement.the Closing; (d) The saleSeller has received no notice of a moratorium or pending proceeding and there shall be no proceeding, conveyanceswhich would or could affect the availability at regular rates and connection fees of electric, transfersgas, telephone or other services or utilities servicing the Property; (e) Seller has received no notice of a pending proceeding and deliveries under this Agreement to Buyer are not in contravention there shall be no pending proceeding which could or would cause the change, re-designation, redefinition or other modification of any applicable federal, state or local lawthe zoning classification of, or of any contractbuilding or environmental code requirements applicable to, indenture the Property or other instrument any portion thereof; (f) Seller has received municipal or document county approvals (including, without limitation, from planning and zoning boards) if such approvals are required to which Quantum is a party or is boundconsummate the transaction and permit Buyer’s intended use and/or ownership of the Property. 9.03. The Assets (g) Except for the Rail Lease, any leases shall have been terminated effective as of the Closing Date, and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer tenants thereunder shall have vacated at least two (2) business days before the option: Closing Date; (h) Buyer is satisfied that the Permits can be transferred to Buyer. Currently Buyer is permitted to perform coal mining, processing and enhancement, disposal well operations and water well operations under the existing Mine Permit. (i) proceed with Closing according to By thirty (30) days after the terms Effective Date, Buyer has not notified Seller and provided a detailed explanation that it believes a revised Mine Plan submitted as part of a Mine Permit Revision would not be approved for the following new activities on the Property: coal-to-liquid fuels processing, oil and water separation, liquid treatment and power production. If Seller has not been notified as provided in this Agreementsubparagraph (i), (ii) proceed with Closing except that the Purchase Price this condition shall be reduced considered as being satisfied. (j) The Parties have entered into the Lease and Storage Agreements contemplated by the dollar amount Sections 13.1 and 13.2. (k) The physical condition of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) Property shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in substantially the event the parties are unable to agree same on the cost of repair or replacement. For purposes of this Section 9.03 onlyClosing Date as on the Effective Date, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or morereasonable wear and tear excepted.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Each and every obligation of the Buyer to proceed with enter into and complete the Closing areis subject, at Buyer's ’s option, subject to the satisfaction, waiver or release fulfillment and satisfaction of each of the following conditions on or before Closing.conditions: 9.018.1.1. All of Subject to Section 7.7 hereof, the representations and warranties made of the Seller and EuroGen set forth in Section 4 hereof that are qualified by Quantum in this Agreement reference to materiality or a Material Adverse Effect shall be true and correct on and as of the time Closing Date as though such representations and warranties had been made on and as of Closing. 9.02the Closing Date, except for those representations or warranties that address matters only as of a particular date, which representations and warranties shall have been true and correct only as of such particular date. Quantum Subject to Section 7.7 hereof, the representations and warranties of the Seller and EuroGen set forth in Section 4 hereof that are not qualified by reference to materiality or a Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date, except for those representations or warranties that address matters only as of a particular date, which representations and warranties shall have been true and correct in all material respects only as of such particular date. The Seller and EuroGen will have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them. Each of the Seller and EuroGen will have delivered to Buyer an opinion of Quantum's counsela certificate, dated the Closing Date and signed by Seller’s President and Chief Executive Office and the Director of EuroGen stating that the conditions to the obligation of the Buyer to consummate the transaction set forth in this Section 8.1.1 have been satisfied or fulfilled (unless otherwise waived by the Buyer in accordance with the terms hereof). 8.1.2. No Proceeding will have been instituted before any court or governmental body or instituted or threatened by any Person which would have a Material Adverse Effect or restrain or prevent the carrying out of the transactions contemplated hereby or seek damages in connection with such transactions. 8.1.3. No Material Adverse Effect shall have occurred. 8.1.4. Sufficient Inventory (without regard to packaging or filling) existed as of ClosingAugust 22, 2006 (including only the Inventory bought back from Wyeth that meets the standards set forth in Section 4.3.1(c) hereof) to provide for expected sales (based on Seller’s Monthly Volume in all countries worldwide) of the Product through September 30, 2007 in both the territory covered by the U.S. Agreement and the Territory. 8.1.5. Seller and EuroGen shall have caused Wyeth to pack, test and release for the Markets in the Territory sufficient finished Product inventory, and at Closing such inventory shall be available, to provide for sales of the effect that: Product in the Markets in the Territory through March 31, 2007 based on Sellers’ Monthly Volume in all the Markets in the Territory, and either (a) Quantum is a corporation duly organized, validly existing Wyeth shall have confirmed that Seller and in good standing EuroGen may permit Buyer to distribute such Product inventory under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation Wyeth’s label in the State of Ohio. Markets in the Territory, or (b) All proceedings required by law Seller or EuroGen shall have received approval from the Relevant Regulatory Authorities of EuroGen’s variation for EuroGen’s release and packaging site for the Markets within the Territory and shall have repackaged such Product inventory using labeling approved in each Market by the provisions of this Agreement or Relevant Regulatory Authority. If any such Product inventory is labeled at Closing using a trademark not owned by Quantum's certificate of incorporation or by-lawsSeller, or any other document binding upon QuantumSeller shall have secured the right, in writing, from the trademark owner for Buyer and its subcontractors to be taken by Quantum use such trademark in connection with the due consummation marketing, sale and distribution of such Product inventory by Buyer. 8.1.6. By the earlier to occur of the transactions contemplated Closing Date and December 7, 2006, requisite variations, reviewed and confirmed adequate for Validation in advance by this Agreement Buyer, shall have been duly and validly taken. (c) Quantum has complete and unrestricted power filed by Seller or EuroGen to sellhave Sigma Xxxxxxx approved as an API purification site in each Market in the Territory, convey, transfer, assign and deliver to Buyer all of the assets to be sold by Quantum to Buyer under this Agreement. (d) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer shall have the option: so long as (i) proceed with Closing according Buyer provides its confirmation or refusal to confirm within four (4) business days following receipt of the terms of this Agreementvariation submission from Seller or EuroGen, and (ii) proceed the failure to prepare and submit any such variation is not due to any failure by Buyer to provide Seller or EuroGen with Closing except any information reasonably requested by Seller or EuroGen promptly, but in no event more than seven (7) days following such request, that is in Buyer’s possession or control, including without limitation all items listed on Schedule 8.1.6, or that Buyer is required to provide under the Purchase Price Transition Services Agreement attached to the U.S. Agreement. Any information that is in Seller’s or EuroGen’s possession shall be reduced deemed to have been provided by Buyer. 8.1.7. Any Customer Contracts entered into without Buyer’s prior written consent pursuant to Section 7.2.3 hereof shall not contain terms and/or conditions that are outside those that are industry standard for the specific Market if such terms and/or conditions (considered cumulatively) are substantially likely to result in any cost or Obligation to Buyer of greater than an amount equal to ten percent (10%) of gross margin (computed in accordance with U.S. GAAP) for the Product in such Market during the twelve months prior to Closing. 8.1.8. A variation to the Marketing Authorization designating Buyer as Local Representative in at least one of the following Markets shall have been approved by the dollar amount Relevant Regulatory Authority in that Market: France, Germany, Italy or the United Kingdom. 8.1.9. A variation or notification to remove Wyeth from the Marketing Authorization and packaging items as Local Representative shall have been filed with the Relevant Regulatory Authority in each Market where a Local Representative has been designated as part of the cost of repair or replacement of the assets affectednational Marketing Authorization. In any Markets where a Local Representative must be explicitly designated, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties an alternative local representative shall have no further obligation under this Agreement been designated. 8.1.10. The Product is being physically distributed by a distributor or distributors other than Wyeth in each Market in accordance with the local Marketing Authorization, applicable regulatory requirements and Buyer's entire deposit as set forth Good Distribution Practices in Section 2.02each such Market. (a) 8.1.11. Seller and EuroGen shall have delivered or caused to be immediately returned delivered the following to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more.:

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer 11.01 In addition to proceed with Closing areany other conditions set forth in this Agreement, at the conditions set forth below must be satisfied to the Buyer's optionsatisfaction or waived prior to closing, subject as determined in Buyer's sole and absolute discretion, and if any of these conditions precedent are not met to the satisfactionBuyer's satisfaction or waived by Buyer prior to closing, waiver this Agreement shall terminate and Buyer shall have no liability or release of the following obligation hereunder. These conditions on or before Closing.precedent to Buyer's obligation to close are as follows: 9.01. (a) All of the representations terms, conditions and warranties covenants in this Agreement to be complied with and performed by the Sellers or other parties on or prior to the closing shall have been complied with and performed by Sellers and such other parties in all respects, and the representations, warranties, covenants and agreements made by Quantum the Sellers in this Agreement shall be true correct and correct complied with in all respects on and as of the time closing date with the same force and effect as if those representations, warranties, covenants and agreements had been made on and as of Closing.the closing date; 9.02. Quantum (b) Seller shall have delivered to Buyer updated Schedules that are true, accurate, complete and correct; (c) Buyer shall have completed its due diligence of Sellers, the Assets and the Business without having terminated this Agreement in accordance with the provisions of Section 7.01 hereinabove. (d) A final nonappealable order of the Bankruptcy Court must be entered at least 15 days prior to the closing date in form and substance satisfactory to Buyer and otherwise meeting the requirements of Section 9.01 aforesaid. If the Bankruptcy Court approval is not obtained on or before March 31, 1997, ordering consummation of the sale on or before April 18, 1997, then Buyer shall have the right to terminate this Agreement and all of its obligations hereunder at any time thereafter. (e) Systems and Controls shall deliver the General Release contemplated in Section 10.04 to Sagar and Buyer contemporaneous with the closing. (f) The consents of all third parties to the transaction contemplated in this Agreement and that are otherwise required for Buyer to be entitled to all rights with respect to the Assets purchased, including, without limitation, the Premises Lease and Purchased Contracts, shall have been obtained. (g) There shall have been no material adverse change in the Business or the prospects of the Business or in the Assets or the prospects for the Assets, as determined by Buyer. (h) Except as to those related to Assumed Liabilities, any UCC financing statements existing with respect to any of the Assets shall have been released. (i) Systems shall have delivered to Buyer a certificate executed by an opinion authorized executive officer of Quantum's counselthe Sellers, dated as of Closingthe closing date, to the effect that: (a) Quantum is a corporation duly organizedthat all representations, validly existing warranties, covenants and agreements of Sellers are true, accurate, correct and have been complied with and performed, that the Bankruptcy Court approval has been obtained in good standing under accordance with the laws provisions of Section 9.01, and that there has been no material adverse change in or relating to the Business or the prospects of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation Business or in the State of OhioAssets or the prospects for the Assets. (bj) All proceedings required Seller shall have delivered to Buyer a Xxxx of Sale, Assignment of Contracts and Leases, and other conveyance documents in form acceptable to Buyer and its counsel. (k) A Certificate of the Secretary of Systems and Controls certifying as to the incumbency of officers, corporate resolutions and such other matters as may reasonably be requested by law Buyer and its counsel shall have been delivered to Buyer. (l) No claim by any third party shall have made or by threatened which would materially interfere with Buyer's conduct of the provisions Business or title to or ownership of this Agreement or by Quantum's certificate of incorporation or by-lawsthe Assets, or any other document binding upon Quantum, to be taken by Quantum in connection with the due consummation of the transactions contemplated by this Agreement have been duly and validly takenhereby. (cm) Quantum has complete and unrestricted power to sell, convey, transfer, assign and deliver Sellers shall have delivered to Buyer all the Landlord Estoppel Certificate substantially in the form of Exhibit 11.01 regarding the Lease of the assets to be sold Premises, duly executed by Quantum to Buyer under this Agreementthe Landlord of such Premises. (dn) Turbotak shall release any interest it has in the Assets, whether pursuant to the Turbotak Loans or otherwise. (o) Controls shall maintain a good relationship with Carrier. The saledetermination of whether the aforementioned conditions precedent have been satisfied or waived shall be made by Buyer in its sole and absolute discretion. In the event any of such conditions precedent are not satisfied or waived by Buyer on or before the closing date or other applicable date specified above, conveyances, transfers, and deliveries under then this Agreement may be terminated by Buyer upon written notice to Buyer are not in contravention Seller, and, subject to the applicable provisions of Section 13.08 and 14.12, this Agreement shall thereafter be null, void and of no further force or effect and no party shall have any applicable federalrights, state obligations or local law, or of any contract, indenture or liabilities to the other instrument or document to which Quantum is a party or is bound. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date on account of this Agreement and Closing. If such a casualty or other event occurs, Buyer shall have the option: (i) proceed with Closing according to the terms of this Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02 (a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or moreany matters contemplated herein.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation performance of the obligations of Buyer under this Agreement at Closing is expressly conditioned upon and subject to proceed with satisfaction by Seller or waiver by Buyer of each of the conditions or requirements set forth in subsections 6.01(a) through 6.01(h) of this Agreement. In the event that all of the conditions precedent set forth in subsections 6.01(a) through 6.01(f) of this Agreement are not satisfied or waived by Buyer in writing by the Closing areDate, Buyer may, at its option, by written notice to Seller, either (i) extend the Closing Date for a reasonable period of time to allow Seller to satisfy any condition that is reasonably capable of being satisfied by Seller, or (ii) terminate this Agreement and receive a return of the Deposit free of any claims by Seller or any other party with respect thereto. If either or both of the conditions precedent to Buyer's obligation set forth in subsections 6.01(g) and 6.01(h) of this Agreement are not satisfied by the Closing Date, Buyer may, at its option, subject by written notice to the satisfactionSeller, waiver and as its sole and exclusive remedy for such unsatisfied condition(s), either (i) waive such condition(s) precedent and proceed to Closing, or release (ii) terminate this Agreement and receive a return of the following Deposit free of any claims by Seller or any other party with respect thereto, but Buyer shall not be entitled to extend the Closing Date to allow additional time for such conditions on or before Closingto be satisfied. Notwithstanding the foregoing, if any failed condition is a result of a breach by Seller of any of its covenants hereunder, Buyer may exercise its rights and remedies under Section 10.01. 9.01. (a) All of the representations and warranties made by Quantum of Seller set forth in this Agreement shall be true and correct in all material respects as of if made on the time of Closing. 9.02. Quantum Closing Date, as the same is to be certified pursuant to Section 7.03(a)(5) below, and Seller shall have delivered to Buyer an opinion of Quantum's counsel, dated as of Closing, to the effect that: (a) Quantum is a corporation duly organized, validly existing and not be in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohiomaterial default hereunder. (b) All proceedings required by law of Seller's covenants and obligations contained in this Agreement to be performed prior to or by as of Closing shall have been fully performed prior to or as of Closing in compliance with the terms and provisions of this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum in connection with the due consummation of the transactions contemplated by this Agreement have been duly and validly takenAgreement. (c) Quantum has complete The good and unrestricted power marketable fee simple title to sellthe Property shall be free and clear of all liens and encumbrances, convey, transfer, assign and deliver to Buyer all of except the assets to be sold by Quantum to Buyer under this AgreementPermitted Encumbrances. (d) The sale, conveyances, transfers, Seller shall have timely obtained and deliveries under this Agreement delivered to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound. 9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer shall have the option: (i) proceed Estoppel Certificates from all tenants under the Leases (specifically excluding, however, any tenants that occupy less than two thousand (2,000) square feet of space in the Property, with Closing according respect to whom Estoppel Certificates shall be requested as provided in Section 5.04 above but shall not be a condition precedent to Closing), either substantially in the form attached hereto as EXHIBIT I, or if a form of tenant estoppel or other substantive provisions of a tenant estoppel are prescribed in any Lease and the tenant thereunder objects to the terms of this Agreementform attached hereto as EXHIBIT I when it is presented to such tenant, then Seller shall have timely obtained and delivered to Buyer an Estoppel Certificate from such tenant in the form prescribed in such Lease or including only the substantive provisions prescribed in such Lease, and (ii) proceed with Closing except that the Purchase Price Association Estoppel from the Association, and (A) the information in the Estoppel Certificates shall not materially vary from the representation and warranty made by Seller in Section 4.01(j), information included in the Rent Roll attached hereto as EXHIBIT G, and the copies of the Leases delivered to Buyer for its review as a part of the Property Information, and (B) the information in the Association Estoppel shall not indicate defaults by Seller or the Property under the Declaration. Notwithstanding the foregoing, Seller shall be reduced by entitled to deliver to Buyer, not later than five (5) business days prior to the dollar amount Closing Date, (X) a Seller's estoppel in substantially the form of EXHIBIT I-1 as to each of those tenants under Leases from whom Seller has been unable to obtain an Estoppel Certificate (specifically excluding, however, any tenants that occupy less than two thousand (2,000) square feet of space in the cost of repair or replacement of Property), and (Y) in the assets affectedevent Seller has been unable to obtain the Association Estoppel, providing a Seller's estoppel stating that all assessments and charges against the parties Property required to this Agreement can agree on said dollar amountbe paid under the Declaration have been paid, or (iii) terminate this Agreement, the representations and warranties in which event shall survive the parties shall have no further obligation under this Agreement and Buyer's entire deposit as Closing for a period of one (1) year without regard to the limitation on survival set forth in Section 2.024.02 or in any certificate reaffirming Seller's representations and warranties delivered by Seller to Buyer at Closing (but subject to the Seller Threshold Amount described in Section 4.02); provided, however, in no event shall Seller be entitled to deliver Seller estoppels for tenants whose Leases cover in the aggregate more than ten percent (10%) of the rentable area of the Property. Seller shall have the right at any time, including post-Closing, to substitute an Estoppel Certificate or Association Estoppel obtained from a tenant or the Association, respectively, for the corresponding Seller's estoppel previously delivered by Seller to Buyer with respect to such Lease or the Declaration to the extent the Estoppel Certificate or Association Estoppel confirms the applicable provisions of the Seller's estoppel, which right of substitution shall survive Closing. (ae) A final examination of title to the Property by the Title Company shall disclose no title exceptions except for the Permitted Encumbrances, matters caused by Buyer or its activities on the Property, or other matters approved in writing by Buyer. In addition, the Title Company shall be irrevocably committed (subject to satisfaction of all requirements on Schedule B, Section 1, of the Commitment) to issue the Title Policy to Buyer at Closing, subject only to the Permitted Encumbrances and other matters referenced in the immediately returned preceding sentence. Each of Buyer and Seller shall use all commercially reasonable efforts to satisfy all requirements on Schedule B, Section 1, of the Commitment applicable to it and to cause the Title Company to issue such Title Policy. In connection therewith, the parties hereto shall deliver such agreements, affidavits and other documents as the Title Company may reasonably request in order to consummate the transaction contemplated hereby and issue such Title Policy. Seller, however, shall have no obligation to deliver such agreements, affidavits, and other documents for the issuance of zoning or other special endorsements to Buyer. 's Title Policy that Buyer may elect course wish to obtain. (iif) On the Closing Date, there shall be no third party injunction, writ, preliminary restraining order or any order of any nature issued or threatened by a court of competent jurisdiction directing that the transaction contemplated by this Agreement not be consummated, as herein provided. (g) If not fully executed by Seller and the applicable tenants prior to the expiration of the Study Period, Seller shall have executed the Lease Amendments in the form and upon terms and conditions attached hereto as EXHIBIT F and EXHIBIT F-1 or in forms otherwise approved by Buyer. (h) The Lease-Back Agreement (as defined in Section 12.01 below) and then select course the Guaranty (ias defined in Section 12.01 below) if any, or the Affiliate Lease (iiias defined in Section 12.02 below) and the Guaranty and reaffirmation of Guaranty, if any, shall have been executed by both parties as provided in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this such Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more12.

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Xxxxx’s obligation of Buyer to proceed with Closing are, at Buyer's option, consummate the transaction contemplated hereunder is subject to the satisfactionfollowing conditions, waiver or release each of which is for the following conditions on or before Closing.benefit of Buyer (“Buyer Closing Conditions”): 9.011. All of the representations and warranties made by Quantum in this Agreement by Seller are true and correct as of the date of this Agreement, and shall be true and correct as of the time of ClosingClosing Date. 9.022. Quantum Seller shall have delivered to Buyer an opinion satisfied all of Quantum's counsel, dated as of Closing, to its material obligations hereunder. 3. Seller shall have received all approvals necessary for the effect that: (a) Quantum is a corporation duly organized, validly existing and in good standing under the laws completion of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation transaction contemplated hereunder. 4. There shall be no material adverse change in the State of Ohio. (b) All proceedings required by law or by the provisions of this Agreement or by Quantum's certificate of incorporation or by-lawsphysical, environmental, soils, legal, title, or any other document binding upon Quantumcondition or circumstances of the Property from that which existed at the expiration of the Contingency Period, to be taken by Quantum in connection with the due consummation exception of changes caused or contributed to by the Buyer. 5. There shall be no title encumbrances on the Property other than the Permitted Exceptions. 6. Escrow Holder shall be irrevocably committed to issue the Title Policy to Buyer at Closing. 7. Buyer shall have completed all appropriate environmental review under the California Environmental Quality Act (CEQA). For the avoidance of doubt, Buyer (a) has not committed itself to a particular use of the transactions contemplated by this Agreement have been duly Property prior to completion of environmental review, (b) retains the discretion not to proceed with the transaction unless and validly taken. until the environmental review process is completed, and (c) Quantum has complete and unrestricted power retains the discretion not to sell, convey, transfer, assign and deliver to Buyer all of proceed with the assets to be sold transaction based upon information generated by Quantum to Buyer under this Agreementthe environmental review process. (d) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound. 9.038. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer shall have completed its review of the option: condition of the Property within the Contingency Period (as defined below) in the manner described in Section 13. In the event that one or more of the above conditions are not satisfied or cured on or before the Closing Date, then Buyer may (i) proceed with Closing according waive satisfaction of such condition or conditions in writing (delivered to Seller and Escrow Holder), and the terms closing of this AgreementEscrow shall proceed, or (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to terminate this Agreement can agree on said dollar amountin writing (delivered to Seller and Escrow Holder). If Buyer provides notice of termination for any reason other than an event of Seller default, or (iii) this Agreement shall terminate this Agreement, in which event and the parties Parties shall have no further obligation obligations under this Agreement (with the exception of obligations that survive Closing, and Buyer's entire deposit as set forth in Section 2.02 (a) except that Seller shall pay the expenses of canceling Escrow), and the Deposit shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in In the event that one or more of the parties above conditions are unable to agree not satisfied on or before the cost Closing Date as a result of repair or replacement. For purposes Seller default, the provisions of Section 5(B) shall apply in lieu of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or moreparagraph.