Common use of Conditions Precedent to Obligations of Parent and Acquisition Sub Clause in Contracts

Conditions Precedent to Obligations of Parent and Acquisition Sub. The obligation of the Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Parent in whole or in part to the extent permitted by applicable Law): (a) all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (d) the Parent shall have been furnished with certificates (dated the Closing date and in form and substance reasonably satisfactory to the Parent) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(a), 6.1(b) and 6.1(c) hereof; (e) the Parent shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Parent Documents; (f) there shall not have been or occurred any Material Adverse Change; (g) the Seller shall have obtained all consents and waivers referred to in Section 3.5 hereof, in a form reasonably satisfactory to the Parent, with respect to the transactions contemplated by this Agreement and the Seller Documents; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (i) Seller's Stockholder shall have entered into an employment agreement with the Parent. (j) the Parent's investigation of environmental conditions at the properties and facilities of the Seller shall not have revealed any circumstances which could reasonably result in (1) the criminal prosecution of Seller or any employee of Seller under Environmental Laws, (2) any suspension or closure of operations at the Seller's properties or facilities or (3) any liabilities arising under Environmental Laws which, individually or in the aggregate, could reasonably give rise to a Material Adverse Effect; (k) Seller shall have obtained the issuance, reissuance or transfer of all Permits required under Environmental Laws for the Parent and Acquisition Sub to conduct the operations of the Seller's business as of the Closing Date; and (l) Seller shall have satisfied all property transfer requirements arising under Environmental Laws.

Conditions Precedent to Obligations of Parent and Acquisition Sub. The obligation of the Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Parent in whole or in part to the extent permitted by applicable Law): (a) all representations and warranties of the Seller and Owners contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (d) the Parent shall have been furnished with certificates (dated the Closing date and in form and substance reasonably satisfactory to the Parent) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(a), 6.1(b) and 6.1(c) hereof; (e) the Parent shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Parent Documents; (f) there shall not have been or occurred any event which will have a Material Adverse ChangeEffect; (g) the Seller shall have obtained all consents and waivers referred to in Section 3.5 hereof, in a form reasonably satisfactory to the Parent, with respect to the transactions contemplated by this Agreement and the Seller Documents; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (i) Seller's Stockholder the Owners shall have entered into an employment agreement the Employment Agreements with the Parent., substantially in the form of Exhibit B hereto; (j) the Parent's investigation of environmental conditions at Parent shall have obtained the properties and facilities of financing required to consummate the Seller shall not have revealed any circumstances which could transaction contemplated hereunder on terms reasonably result in (1) the criminal prosecution of Seller or any employee of Seller under Environmental Laws, (2) any suspension or closure of operations at the Seller's properties or facilities or (3) any liabilities arising under Environmental Laws which, individually or in the aggregate, could reasonably give rise satisfactory to a Material Adverse Effect;it; and (k) Seller the Parent shall have obtained received disclosure schedules required pursuant to Article 3 hereof, which shall be reasonably satisfactory to the issuance, reissuance or transfer of all Permits required under Environmental Laws for the Parent and Acquisition Sub to conduct the operations of the Seller's business as of the Closing Date; and (l) Seller shall have satisfied all property transfer requirements arising under Environmental LawsParent.

Conditions Precedent to Obligations of Parent and Acquisition Sub. The obligation of the Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Parent in whole or in part to the extent permitted by applicable Law): (a) all representations and warranties of the Seller and Owners contained herein shall be true and correct as of the date hereofClosing Date; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (c) the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (d) the Parent shall have been furnished with certificates (dated the Closing date and in form and substance reasonably satisfactory to the Parent) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(a), 6.1(b) and 6.1(c) hereof; (e) the Parent shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Parent Documents; (f) there shall not have been or occurred any event which will have a Material Adverse ChangeEffect; (g) the Seller shall have obtained all consents and waivers referred to in Section 3.5 hereof, in a form reasonably satisfactory to the Parent, with respect to the transactions contemplated by this Agreement and the Seller Documents; (h) no Legal Proceedings legal proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (i) Seller's Stockholder the Parent shall have entered into an employment agreement with completed its due diligence review of the Parent.Business and the Assets, and the results of such review shall be satisfactory to the Parent in its sole and absolute discretion; (j) the Parent's investigation of environmental conditions at Parent shall have obtained the properties and facilities of financing required to consummate the Seller shall not have revealed any circumstances which could transaction contemplated hereunder on terms reasonably result in (1) the criminal prosecution of Seller or any employee of Seller under Environmental Laws, (2) any suspension or closure of operations at the Seller's properties or facilities or (3) any liabilities arising under Environmental Laws which, individually or in the aggregate, could reasonably give rise satisfactory to a Material Adverse Effect;it; and (k) Seller the Parent shall have obtained received disclosure schedules required pursuant to Article 3 hereof, which shall be reasonably satisfactory to the issuance, reissuance or transfer of all Permits required under Environmental Laws for the Parent and Acquisition Sub to conduct the operations of the Seller's business as of the Closing Date; and (l) Seller shall have satisfied all property transfer requirements arising under Environmental LawsParent.

Conditions Precedent to Obligations of Parent and Acquisition Sub. The obligation of the Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Parent in whole or in part to the extent permitted by applicable Law): (a) all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (cb) the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, including, without limitation, those set forth on Schedule 6.1 attached hereto; (dc) the Parent shall have been furnished with certificates (dated the Closing date and in form and substance reasonably satisfactory to the Parent) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(a), ) and 6.1(b) and 6.1(chereof; (d) hereofthere shall not have been or occurred any Material Adverse Change; (e) the Parent shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Parent Documents; (f) there shall not have been or occurred any Material Adverse Change; (g) the Seller shall have obtained all consents and waivers referred to in Section 3.5 hereof, in a form reasonably satisfactory to the Parent, with respect to the transactions contemplated by this Agreement and the Seller Documents; (hg) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (ih) Seller's Stockholder the Management Agreement shall have entered into an employment agreement with the Parentbeen executed by Seller. (j) the Parent's investigation of environmental conditions at the properties and facilities of the Seller shall not have revealed any circumstances which could reasonably result in (1) the criminal prosecution of Seller or any employee of Seller under Environmental Laws, (2) any suspension or closure of operations at the Seller's properties or facilities or (3) any liabilities arising under Environmental Laws which, individually or in the aggregate, could reasonably give rise to a Material Adverse Effect; (k) Seller shall have obtained the issuance, reissuance or transfer of all Permits required under Environmental Laws for the Parent and Acquisition Sub to conduct the operations of the Seller's business as of the Closing Date; and (l) Seller shall have satisfied all property transfer requirements arising under Environmental Laws.

Conditions Precedent to Obligations of Parent and Acquisition Sub. The obligation obligations of the Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Parent in whole or in part by Parent and Acquisition Sub in writing to the extent permitted by applicable Law): (ai) all representations and warranties Each of the Seller contained herein Fundamental Representations shall be true and correct in all respects as of the date hereof; of this Agreement and as of the Closing Date as if made on and as of the Closing Date (bor, if given as of a specific date, at and as of such date) all and (ii) each of the other representations and warranties made by the Sellers in Article 3 and Article 4 of the Seller this Agreement (disregarding all qualifications and exceptions contained herein qualified as therein relating to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality or Material Adverse Effect) shall be true and correct in all material respects, at respects as of the date of this Agreement and as of the Closing Date with as if made on and as of the same effect Closing Date (or, if given as though those representations and warranties had been made again of a specific date, at and as of that time;such date). (cb) the Seller The Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date;. (dc) the Parent shall have been furnished with certificates (dated the Closing date and in form and substance reasonably satisfactory to the Parent) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(a), 6.1(b) and 6.1(c) hereof; (e) the Parent shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Parent Documents; (f) there shall not have been or occurred any Material Adverse Change; (g) the Seller shall have obtained all consents and waivers referred to in Section 3.5 hereof, in a form reasonably satisfactory to the Parent, with respect to the transactions contemplated by this Agreement and the Seller Documents; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there There shall not be in effect any order Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (i) Seller's Stockholder shall have entered into an employment agreement with the Parentby this Agreement. (jd) the Parent's investigation of environmental conditions at the properties and facilities of the Seller There shall not have revealed occurred any circumstances which could reasonably result in (1) the criminal prosecution of Seller or any employee of Seller under Environmental Laws, (2) any suspension or closure of operations at the Seller's properties or facilities or (3) any liabilities arising under Environmental Laws which, individually or in the aggregate, could reasonably give rise to a Material Adverse Effect;. (ke) Seller shall have obtained the issuance, reissuance or transfer of all Permits required under Environmental Laws for the Parent and Acquisition Sub shall have completed due diligence to conduct their sole satisfaction. (f) A Certificate of Designation, in the operations form attached hereto as Exhibit A, indicating the rights, privileges, terms and obligations of the Seller's business as Preferred Stock shall have been agreed to by the Parent and Sellers’ Representative and filed with the Office of the Closing Date; andSecretary of State of the State of Nevada. (lg) Seller The Sellers and the Companies shall have satisfied deliver all property transfer requirements arising under Environmental Lawsother items required to be delivered by the Sellers or the Companies at the Closing as specified in Section 2.3.