Common use of Conditions Precedent to Buyer’s Obligations Clause in Contracts

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, subject to the following Conditions Precedent at or before Closing or at or before such time as expressly set forth below: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each of the representations and warranties of Seller contained or referred to in this Agreement shall be true and correct in all material respects as though made at the Closing (except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

Conditions Precedent to Buyer’s Obligations. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, shall be subject to the following Conditions Precedent at or before Closing or at or before such time as expressly set forth below: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein fulfillment on or prior to the Closing Date, but only to Date of each of the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing;following conditions: (3a) Each of the representations and warranties of Seller contained or referred to in this Agreement shall be true and correct in all material respects as though of the date made at and (having been deemed to have been made again on and as of the Closing (except to Date in the extent such representations and warranties speak of an earlier date, in which case such representations and warranties same language) shall be true and correct in all material respects on and as of such earlier date);the Closing Date. (b) Seller shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) Buyer shall have received one or more certificates executed by a duly authorized officer of Seller dated the Closing Date, (i) representing and certifying that the conditions set forth in Sections 7.3 (a) and (b) have been satisfied and (ii) certifying to the adoption and effectiveness of resolutions adopted by the sole member of Seller authorizing the transactions contemplated hereby. (d) Seller shall have executed and delivered an Assignment of Limited Partner Interest substantially in the form of Exhibit 7.3(d) in all material respects. (e) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller prior to or in connection with the Closing.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement are, at the option Closing of Buyer, subject to the following Conditions Precedent at or before Closing or at or before such time as expressly set forth below: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired are subject to the fulfillment, prior to or terminatedat the Closing, and no such Regulatory Approval shall have resulted of each of the following conditions, any of which may be waived in the imposition of a Burdensome Regulatory Condition;writing by Buyer: (2a) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each of the The representations and warranties of Seller contained or referred to in this Agreement or in any schedule, certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all respects (without regard to any qualifications therein as to materiality, or material respects adverse effect) both when made and at and as of the Closing Date, as though such representations and warranties were made at and as of the Closing (Date, except to the extent that such representations and warranties speak are made as of an earlier a specified date, in which case such representations and warranties shall be true and correct as of the specified date; provided, however, that this condition will be deemed satisfied unless the failure of any such representations and warranties to be true and correct, individually or in the aggregate, at and as of the dates set forth above, has had or would reasonably be expected to have a Material Adverse Effect. (b) Seller shall have executed and delivered or cause to be executed and delivered all of the documents required under Section 6.1 and shall have otherwise performed in all material respects as all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it or any of such earlier date);its Subsidiaries prior to or at the Closing, including duly executing and delivering the Transaction Documents. (c) No Business Material Adverse Effect shall have occurred since the date of this Agreement.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement are, at the option of Buyer, Asset is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following Conditions Precedent at or before Closing or at or before such time as expressly set forth belowconditions: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3a) Each of the representations and warranties of made by Seller contained or referred to in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though made at the Closing (except to the extent such representations and warranties speak were made on and as of an earlier the Closing Date (unless such representation or warranty is made on and as of a specific date, in which case such representations and warranties it shall be true and correct in all material respects as of such earlier date, subject to any change in circumstances permitted or contemplated in this Agreement);. (b) Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) No action, suit or other proceeding shall be pending which shall have been brought by a Person, other than Buyer or an affiliate of Buyer, that restrains or prohibits the transactions contemplated under this Agreement. (e) Seller’s interest in the Property shall be delivered to Buyer in the manner required under Section 8.1. (f) Buyer or Escrow Agent shall have received all of the documents required to be delivered by Seller under Section 6.2.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, are subject to the following Conditions Precedent at fulfillment or before Closing satisfaction (or waiver by the Buyer), prior to or at or before such time as expressly set forth belowthe Closing, of each of the following conditions precedent: (1a) The Regulatory Approvals representations and warranties of Buyer, if any, the Seller set forth in ARTICLE II of this Agreement shall have been made or obtained true and correct at and as of the date hereof and shall remain in full force be true and effect, correct at and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition as of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only Date as if made at and as of the Closing Date (except to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each of the representations and warranties of Seller contained or referred refer specifically to in this Agreement shall be true and correct in all material respects as though made at the Closing (except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a material adverse effect with respect to the Purchased Assets; (b) Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing; (c) Buyer shall have received a certificate dated as of the Closing Date signed by an authorized officer of Seller on behalf of Seller to the effect that the conditions set forth in Sections 6.1(a) and 6.1(b) have been satisfied; (d) There shall not have occurred any event or condition that has had a material adverse effect with respect to the Purchased Assets since the date of this Agreement; and (e) Buyer shall have received the deliveries set forth in Section 1.7(b)(i) required to be delivered by Seller to Buyer.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of Buyer to consummate the transactions transaction contemplated by this Agreement are, at the option of Buyer, hereby is subject to the fulfillment of all of the following Conditions Precedent at or before Closing or at or before such time as expressly set forth below: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein conditions on or prior to the Closing Date, but only upon the non-fulfillment of any of which this Agreement may, at Buyer's option, be terminated pursuant to and with the extent that such covenants effect set forth in Section 10: AC-57140/3 September 18, 1995 (a) Each and agreements, every representation and warranty made by their terms, are required to Seller shall have been performed prior to Closing; (3) Each of the representations true and warranties of Seller contained or referred to in this Agreement correct when made and shall be true and correct in all material respects as though if originally made on and as of the Closing Date. (b) All obligations of Seller to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Seller would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed. (except c) All Consents necessary for Seller's performance hereunder shall have been obtained by Seller. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the extent such representations and warranties speak consummation of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);the transaction contemplated hereby.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, is subject to the satisfaction of the following Conditions Precedent at or before conditions as of the Closing or at or before such time as expressly set forth belowDate: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3a) Each of the representations and warranties of each Seller contained or referred to in this Agreement Article III shall be true and correct in all material respects as though made at of the Closing Date as if made anew as of such date (except to the extent any such representations representation and warranties speak of warranty expressly relates to an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby; (b) Seller shall have performed all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby and except for any failure to perform any such covenant or agreement that has not had a Material Adverse Effect; (c) A Material Adverse Effect shall not have occurred since the date of this Agreement; (d) Seller shall have delivered to the Buyer each of the following, in form and substance reasonably satisfactory to the Buyer: (i) certified copies of the resolutions duly adopted by Seller’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; and (ii) (A) certified copies of the certificate of incorporation or equivalent organizational document of each of Seller and the Company and (B) certificates of good standing or equivalent certificates for each of the Seller and the Company from the jurisdiction in which each (Seller or Company, as the case may be) is incorporated or formed, in each case, dated within 30 days of the Closing Date.

Conditions Precedent to Buyer’s Obligations. Buyer's obligations pursuant to this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (i) The execution of the Employee Confidentiality Agreements by all of Sellers' employees listed in Schedule 7(r). (ii) Execution of the Noncompetition Agreement, Security Agreement and a Sublease for the Leased Real Property located at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000. (iii) Consent by the applicable landlords to the assignment of the Real Property Leases to Buyer and to subletting of a portion of the Englewood, Colorado office to Buyer. (iv) Sellers' and Shareholder's representations and warranties contained in this Agreement being true and correct. (v) Sellers' delivery to Buyer of all documents described in Section 6(a) above and all bills, instruments of transfer and assignment documents necessary or appropriate to transfer to Buyer good and marketable title in and to the Assets, free and clear of all Liens. (vi) Sellers and the Shareholder having duly performed and complied with all covenants, agreements and obligations of Buyer required by this Agreement to consummate be performed by or complied with by Sellers or the Shareholder, as applicable, on or before the Closing Date. (vii) No action or proceeding shall be pending by or before any Court or other governmental body or agency seeking to restrain, prohibit or invalidate the transactions contemplated by this Agreement are, at the option of Buyer, subject to the following Conditions Precedent at or before Closing or at or before such time as expressly set forth below:Agreement. (1viii) The Regulatory Approvals Buyer having received the written consent of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable Banc of America to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each of the representations and warranties of Seller contained or referred to in this Agreement shall be true and correct in all material respects as though made at the Closing (except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);Agreement.

Conditions Precedent to Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, are subject to the following Conditions Precedent at satisfaction or before Closing or at or before such time as expressly set forth below: (1) The Regulatory Approvals of waiver by the Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to of each of the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing;following conditions: (3) 6.2.1 Each of the Seller’s representations and warranties of Seller contained or referred to in this Agreement are true and correct in all material respects (except for (i) representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations made by the Seller, which in each case of the foregoing clauses (i) and (ii), shall be true and correct in all material respects subject to any such qualifiers contained therein), in each case on the date of this Agreement and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent such for representations and warranties speak made as of an earlier some other specified date, in which case such representations and warranties they shall be true and correct on and as of such specified date). 6.2.2 The Seller shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date except that (i) the covenants and obligations set forth in Sections 4.6 shall have been performed and complied with in all respects and (ii) solely for purposes of this Section 6.2.2, Seller’s commercially reasonable efforts to comply with the covenants and obligations set forth in Section 4.11 shall be deemed to fully satisfy the condition in this Section 6.2.2 with respect to such covenants and obligations. Unit Purchase Agreement 58 6.2.3 Each of the Seller and the Company shall have performed and complied, in all material respects, with all obligations and agreements required to be performed and complied with by it on or prior to the Closing Date under the Midcon Agreement; and the Midcon Agreement shall be in full force and effect and the legal, valid, binding and enforceable obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by the Remedies Exception. 6.2.4 Each Seller Party shall have delivered each document required to be delivered by it to the Buyer under this Agreement. 6.2.5 There shall not have occurred after the date of such earlier date);this Agreement, a Material Adverse Effect, or any event or development that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 6.2.6 Each of the Consents identified on Schedule 1.4.7 shall have been obtained and be in full force and effect.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are, at the option of Buyer, shall be subject to the following Conditions Precedent at or before Closing or at or before such time as expressly set forth below: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein fulfillment on or prior to the Closing Date, but only to Date of each of the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing;following conditions: (3a) Each of the representations and warranties of Seller contained or referred to in this Agreement shall be true and correct in all material respects as though of the date made at and (having been deemed to have been made again on and as of the Closing (except to Date in the extent such representations and warranties speak of an earlier date, in which case such representations and warranties same language) shall be true and correct in all material respects on and as of such earlier date);the Closing Date. (b) Seller shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) Buyer shall have received a certificate executed by a duly authorized officer of Seller dated the Closing Date, representing and certifying that the conditions set forth in Sections 7.3 (a) and (b) have been satisfied. (d) Seller shall have executed and delivered an Assignment of Limited Partner Interest substantially in the form of Exhibit 7.3(d) in all material respects. (e) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller prior to or in connection with the Closing. (f) Seller, through GECC, shall have prepared to Buyer’s satisfaction and be willing to implement at Closing a bridge loan facility in the amount of $132,000,000 collateralized by the Partnership Properties and a pledge of all of the partnership interests (general and limited) in the Partnership.

Conditions Precedent to Buyer’s Obligations. The obligations obligation of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement are, at the option of Buyer, Assets is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following Conditions Precedent at or before Closing or at or before such time as expressly set forth belowconditions: (1) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3a) Each of the representations and warranties of made by Seller contained or referred to in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though made at the Closing (except to the extent such representations and warranties speak were made on and as of an earlier the Closing Date (unless such representation or warranty is made on and as of a specific date, in which case such representations and warranties it shall be true and correct in all material respects as of such earlier date); (b) Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Seller on or before the Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority shall be in effect as of the Closing which restrains or prohibits the transfer of the applicable Assets or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall be pending which shall have been brought by a person or entity to restrain, prohibit or change in any material respect the transactions contemplated under this Agreement. (e) Title to the Property shall be delivered to Buyer in the manner required under Section 8.1; and (f) Buyer shall have received all of the documents required to be delivered by Seller under Article VI.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are, at the option of Buyer, are subject to the following Conditions Precedent at or before Closing fulfillment prior to or at or before such time as expressly set forth belowClosing of the following conditions: (1a) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each of the representations and warranties of contained in this Agreement or in any certificate, schedule or exhibit furnished or delivered to Buyer by Seller contained or referred pursuant to in this Agreement shall be true and correct in all material respects as though made of the Closing; (b) Seller and Buyer shall have performed all their respective agreements and complied with all conditions required by this Agreement to be performed or complied with prior to or at the Closing Closing; (except c) Seller shall have delivered to Buyer all the certificates, instruments and documents required by this Agreement to be delivered by it at or prior to the Closing; (d) The form and substance of all certificates and instruments delivered to Buyer under this Agreement shall be reasonably satisfactory to Buyer and its counsel; (e) All governmental authorities having jurisdiction, to the extent such representations and warranties speak required by law, shall have consented to or approved the consummation of an earlier date, in which case such representations and warranties the transactions contemplated by this Agreement; (f) No party to this Agreement shall be true a party to, or be threatened with, any action or preceding relating to any transaction contemplated by this Agreement, which in the opinion of Buyer or Seller would prevent, impair or make unlawful the carrying out of this Agreement or would materially affect the purpose of this Agreement in Buyer's or Seller's view; (g) Non-Competition Agreement between Seller and correct Buyer in all material respects as a form which shall be reasonably satisfactory to Seller and Buyer; and (h) Execution of such earlier date);a Commission Sales Agreement between Buyer and Seller.

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer Buyers under this Agreement to consummate the transactions contemplated by this Agreement are, hereby at the option of Buyer, Closing are subject to the following Conditions Precedent fulfillment, at or before Closing or at or before such time as expressly set forth belowprior to Closing, of each of the following conditions, any of which may be waived by Buyers' Agent: (1a) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each of the representations and warranties of the Company, Seller contained or referred to and Seagate set forth in Articles II and III of this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made at the Closing (except to the extent such representations and warranties speak had been made on and as of an earlier such date, in which case such except for (i) changes contemplated by this Agreement (including, without limitation, changes resulting from the Restructuring), (ii) representations and warranties which address matters only as of a particular date (which shall be remain true and correct in all material respects as of such earlier date), and (iii) for inaccuracies which, individually and in the aggregate, would not have a Material Adverse Effect on the Company or materially and adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement (assuming that each representation and warranty qualified by materiality or Material Adverse Effect was not so qualified), and Buyers' Agent shall have received a certificate at Closing from Seagate, the Company and Seller to that effect; (b) The Company, Seagate and Seller shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement to be performed or complied with by them at or prior to the Closing, and Buyers' Agent shall have received a certificate at the Closing from the Company, Seagate and Seller to that effect; (c) All consents and approvals of third Persons and Governmental Authorities necessary in order to consummate the transactions contemplated by this Agreement shall have been obtained, including without limitation those set forth on Schedule 6.1(c);

Conditions Precedent to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement are, at the option All of Buyer, subject to ’s obligations hereunder are expressly conditioned on the following Conditions Precedent satisfaction at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option), and in the event that any of the conditions set forth belowbelow has not so been fully satisfied or waived, then Buyer shall have the right, in its discretion, to terminate this Agreement by notice to Seller, whereupon this Agreement shall terminate and Seller and Buyer shall have no further obligations hereunder except for any obligations which expressly survive the termination of this Agreement: (1i) The Regulatory Approvals of Buyer, if any, shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated, and no such Regulatory Approval shall have resulted in the imposition of a Burdensome Regulatory Condition; (2) Seller shall have duly and timely performed in all material respects its covenants and agreements contained herein on or prior to the Closing Date, but only to the extent that such covenants and agreements, by their terms, are required to have been performed prior to Closing; (3) Each All of the representations and warranties of Seller contained or referred to in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date of Closing with the same effect as though if made at the Closing on and as of such date. (except to the extent such representations ii) Seller shall have performed, observed and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of such earlier date);Closing hereunder. (iii) All instruments and documents required on Seller’s part to effectuate this Agreement and the transactions contemplated hereby shall be delivered to Buyer and shall be in form and substance consistent with the requirements herein. (iv) The Title Company’s commitment to issue the Owner Policy in the form required by the Commitment, as the same may have been supplemented, in the amount set forth in Section 7(b)(3) below.