Common use of Conditions Precedent to Obligations of the Seller Clause in Contracts

Conditions Precedent to Obligations of the Seller. The obligation of ------------------------------------------------- the Sellers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law): (a) All of the representations and warranties of Purchaser and Purchaser Parent contained herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (b) Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser shall have furnished to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals; (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers shall have been furnished with the documents referred to in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable party.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate proceed with the transactions contemplated by this Agreement is subject to be consummated hereunder at the Closing, shall be subject, at the option of the Seller, to the fulfillment, prior to or on the Closing Date, fulfillment of each and all of the following conditions (any at or all of which may be waived prior to but no later than the Closing Date or extension thereof agreed upon by each such Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law):the Parties: (a) A. All of the representations and warranties of Purchaser and Purchaser Parent the Buyer contained herein in Article 6 hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties . B. There shall have been true delivered to the Seller a certified copy of resolutions duly adopted by the board of Directors of the Buyer authorizing and correct approving the execution and delivery of this Agreement by the Buyer and authorizing the Buyer to consummate the transactions contemplated hereby. C. Buyer shall have delivered a copy of resolutions duly adopted by the board of Directors of the Buyer authorizing issuance of 13,500,000 shares of common stock of the Buyer to Seller as payment of such date; provided, however, -------- ------- this condition shall be deemed Purchase Price pursuant to have been satisfied so long as any failure of such representations section 2.1 herein D. All actions and warranties proceedings hereunder and documents and other papers required to be true and correct, individually delivered by the Buyer hereunder or in connection with the aggregateconsummation of the transactions contemplated hereby, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (b) Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser shall have furnished to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own andother related matters, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals; (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers shall have been furnished with approved by Seller's legal counsel, as to their form and substance. E. The Buyer shall provide to Seller a written confirmation that (1) all notices, reports or filings required of Seller have been made, (ii) that all corporate and third party approvals have been received, and (iii) any additional fact confirmation, the documents referred to in Section 10.2; and ------------ (g) All need for which, that arises as a result of the conditions precedent required various inspections provided for herein. F. Seller shall obtain approval from its legal counsel to the closing of the transaction transactions contemplated by the South Tehachapi Hill Purchase Agreement this Agreement, which consent shall have been satisfied or waived by the applicable partynot be unreasonably withheld.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate and cause the consummation of the transactions contemplated by this Agreement is are subject to the fulfillment, satisfaction or waiver at or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by each such Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law):precedent: (a) All all of the representations and warranties of Purchaser and Purchaser Parent contained herein the Buyer set forth in this Agreement or in any Exhibit, Schedule or document delivered pursuant to this Agreement shall be true and correct on in all respects as of the date of this Agreement and at and as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct Date with the same effect as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of though such representations and warranties were made at and as of the Closing, and Seller shall have received the Buyer Closing Certificate dated as of the Closing Date executed by the Buyer to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Eventsuch effect; (b) Purchaser all of the covenants and Purchaser Parent shall have paid obligations that the Purchase Price in full and performed and complied in all material respects Buyer is required to perform or to comply with all material obligations and covenants required by pursuant to this Agreement to be performed or complied with by them on at or prior to the Closing DateDate shall have been duly performed and complied with, and the Seller shall have received the Buyer Closing Certificate executed by the Buyer to such effect; (c) Purchaser all proceedings and actions, corporate or other, to be taken by the Buyer in connection with the transactions contemplated by this Agreement, and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have furnished been taken and shall be reasonably satisfactory in form and substance to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental AuthoritiesSeller's counsel; (d) The Sellers the Buyer shall have obtained all necessary Approvalspaid the cash portion of the Purchase Price by wire transfer to the Seller of immediately available funds; (e) No Purchaser Material Adverse Event the Buyer or subsidiaries of the Buyer shall have occurred executed and delivered the Assignment and Assumption Agreements and such other documents as may be continuingnecessary for the Buyer to assume all of the Assumed Liabilities; (f) The Sellers the Seller shall have been furnished with received an opinion of counsel to the documents referred Buyer addressed to the Seller substantially in Section 10.2; and ------------the form of EXHIBIT G; (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement Buyer shall have delivered to the Seller satisfactory evidence of compliance with SECTIONS 6.6(a), (g) and (h); and (h) between the date of this Agreement and the Closing Date, there shall not have been satisfied a change, event or waived by the applicable partyoccurrence that, individually, or together with any other change, event or occurrence, has had or could reasonably be expected to have a Material Adverse Effect.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Sellers) executed by the Chief Executive Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 6.2(a), 6.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals6.2(c); (e) No Purchaser Material Adverse Event the shareholders of Seller shall have occurred approved this Agreement and be continuingthe transactions contemplated by this Agreement; (f) The Sellers the Seller shall have been furnished with received the documents referred to in Section 10.2written resignations of each officer and director of the Seller; and ------------and (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement no Legal Proceedings shall have been satisfied instituted or waived threatened or claim or demand made against the Selleror the Purchaser 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 applicable partyconsummation of the transactions contemplated hereby. (h) Seller shall have received the Note and the Indemnification.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof and as of the Closing Date, except those ; (b) all representations and warranties of the Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties contained herein qualified as to materiality shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the aggregate, does not constitute Closing Date with the same effect as though those representations and would not reasonably be expected to constitute a Purchaser Material Adverse Eventwarranties had been made again at and as of that date; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvalscertificates; (e) No Purchaser Material Adverse Event there shall have occurred and not be continuingin effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) The Sellers the Seller shall have been furnished with the documents referred to in Section 10.2obtained all consents and waivers; and ------------and (g) All Medirad Inc. and Rasel Ltd. (the “FXIT Stockholders”) entering into an agreement with the Purchaser whereby the FXIT Stockholders will return an amount of shares of common stock to the Purchaser for cancellation equal to the number of Acquisition Shares. In the event that the Purchaser does not acquire additional shares of the conditions precedent Company whereby the FXIT Stockholders are required for to return up to 80,000,000 shares of common stock prior to December 31, 2012, the closing FXIT Stockholders will agree to return up to 80,000,000 shares of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyPurchaser in aggregate in order to induce other acquisitions to be consummated.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the Buyer shall have executed and delivered this Agreement and such other instruments, documents and certificates as are required to be executed and delivered by the Buyer pursuant to this Agreement; (b) all representations and warranties of Purchaser and Purchaser Parent the Buyer contained herein shall be true and correct on in all material respects at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) Purchaser and Purchaser Parent the Buyer shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them the Buyer on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Purchaser is qualified Seller) executed by the Buyer certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 6.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals6.2(c); (e) No Purchaser Material Adverse Event the Company and the Stockholders shall have occurred and be continuingbeen furnished with an opinion of Nixon, Hargrave, Devans & Xxxxx LLP, counsel for the Buyer, substantially in the form of Exhibit 6.2(e) hereto; (f) The Sellers there shall not have been furnished or occurred (i) any change, destruction or loss, whether or not covered by insurance, which would result in the loss of a material part of the properties or assets of the Buyer, (ii) any Legal Proceedings instituted or threatened against the Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the documents referred consummation of the transactions contemplated hereby, or which might, in the reasonable opinion of the Seller, result in a Material Adverse Change to the Buyer, (iii) any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (iv) any other event or occurrence related to the Buyer which could result in Section 10.2; and ------------a Material Adverse Change to the Buyer; (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement Buyer shall have been satisfied obtained all consents and waivers, in a form reasonably satisfactory to the Seller, described in Section 4.3 or waived by listed on Schedule 4.3; (h) the applicable party.Buyer shall have delivered to the Seller a Registration Rights Agreement in the form of Exhibit 6.1

Conditions Precedent to Obligations of the Seller. The obligation of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law):conditions: (a) All of the representations and warranties of the Purchaser and Purchaser Parent contained herein set forth in this Agreement shall be true true, correct and correct on complete in all material respects (disregarding for the purposes of the condition set forth in this Section 8.2(a) any “material adverse effect” or other “materiality” qualifier contained in any such representations or warranties) at and as of the Closing Date, (except those to the extent such representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, relate to an earlier date (in which case such representations and warranties shall have been true be true, correct and correct complete on and as of such earlier date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event)); (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects (except for the obligations set forth in Section 3.4(b) for which the Purchaser shall have performed and complied in all respects) with all material obligations and covenants required by this Agreement to be performed or complied with by them the Purchaser on or prior to the Closing Date; (c) Purchaser the Seller shall have furnished to received each of the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds Closing Deliveries required by Governmental AuthoritiesSection 3.4(b); (d) The Sellers there shall not have obtained all necessary Approvalsoccurred any event, change or circumstance that has had or which could reasonably be expected to result in a Material Adverse Effect with respect to the Purchaser; (e) No Purchaser Material Adverse Event there shall have occurred and not be continuing;in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) The Sellers the Seller shall have received adequate assurances, as determined in his sole discretion, that he will receive all consideration he has been furnished promised in connection with the documents referred to in Section 10.2; this Agreement and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyrelated matters.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, writing in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the (i) The representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and Purchaser Parent contained herein correct, and those not so qualified shall be true and correct on in all material respects, at and as of the Closing Date as though made on the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of the extent such representations and warranties by their terms are made only as of an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, individually or and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and (ii) the aggregateSeller shall have received a certificate signed by an authorized officer of Purchaser, does not constitute and would not reasonably be expected dated the Closing Date, to constitute a Purchaser Material Adverse Eventthe foregoing effect; (b) Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date, and the Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (c) Purchaser there shall have furnished to not be in effect any Law or Order restraining, enjoining or otherwise prohibiting the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in consummation of the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authoritiestransactions contemplated hereby; (d) The Sellers the Purchaser shall have obtained all necessary Approvalsdelivered, or caused to be delivered, to Seller each of the documents, instruments and other items required to be delivered pursuant to Section 2.3(c), including the Purchase Price; (e) No Purchaser Material Adverse Event if (i) a filing under the HSR Act is required in connection with the transactions contemplated by this Agreement, any waiting period applicable to such transactions under the HSR Act (and any similar Law enforced by any Governmental Antitrust Entity regarding pre-acquisition notifications for the purpose of competition reviews) shall have occurred and be continuing;expired or early termination shall have been granted, or (ii) the transactions contemplated hereby are consummated pursuant to a consent order with the Antitrust Division, the required approval from the Antitrust Division under the consent order shall have been obtained; and (f) The Sellers the “Closing,” as defined in the Agreement and Plan of Merger, dated as of August 14, 2006, among the Seller, Monsanto Sub, Inc. and Delta and Pine Land Company, shall have been furnished with occurred or shall occur on the documents referred to in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyClosing Date.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser no legal proceedings shall have furnished been instituted or threatened or claim or demand made against the Seller, the Purchaser, or the Purchaser seeking to the Sellers reasonably acceptable documentation that Purchaser is qualified restrain or prohibit or to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, obtain substantial damages with respect to Assets to the consummation of the transactions contemplated hereby, and there shall not be operated in effect any order by Purchaser after Closinga governmental body of competent jurisdiction restraining, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals;enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers the Shares shall have been furnished with issued to the documents referred to in Section 10.2; and ------------ (g) All Seller, free of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied all liens, charges or waived by the applicable partyencumbrances.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such Seller in its sole and absolute discretion, the Sellers in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein made hereunder shall be true and correct on at and as of the Closing Date, with the same force and effect as though made at and as of the Closing Date (except those representations and warranties of Purchaser and Purchaser Parent to the extent that speak any representation or warranty is made as of a certain specified date, in which representations and warranties case such representation or warranty shall have been be true and correct as of such date; provided), howeverwithout giving effect to any limitations as to materiality or Material Adverse Effect set forth therein, -------- ------- this condition shall be deemed except to have been satisfied so long as the extent that any failure inaccuracy or breach of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser have Material Adverse EventEffect; (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations its undertakings and covenants agreements required by this Agreement to be performed or complied with by them on or the Purchaser prior to or at the Closing Date; (c) Purchaser shall have furnished to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals; (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers shall have been furnished with a certificate of the Purchaser, dated as of Closing Date, certifying to the effect that the conditions contained in Section 7.2(a) and Section 7.2(b) have been fulfilled; (d) no order or decree of any nature of any Governmental Authority shall exist against the Purchaser, the Sellers or the Company that restrains or prevents the transactions contemplated hereby; (e) the CFC Authorization shall have been obtained without any materially adverse condition or if conditioned by the CFC the agreement of the parties to perform the Closing subject to such conditions; (f) the Sellers shall have received the documents referred to set forth in Section 10.2; and ------------8.2; (g) All of (A) the conditions precedent required for Purchaser has not exercised its right to supplement or amend the closing of Purchaser Disclosure Schedule pursuant to Section 6.16 or (B) if the transaction contemplated Purchaser has exercised its right pursuant to Section 6.16, such amended Purchaser Disclosure Schedule has been reviewed and accepted by the South Tehachapi Hill Purchase Sellers; and (h) the Voting Agreement shall have been satisfied or waived executed and delivered by the applicable partyControlling Shareholders to Purchaser concurrently with the execution of this Agreement by the Purchaser and the Sellers.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of Purchaser the Parent and Purchaser Parent contained herein shall be true and correct on as of the date hereof and as of the Closing Date, except those ; (b) all representations and warranties of Purchaser the Parent and Purchaser Parent that speak of a certain date, which representations and warranties contained herein qualified as to materiality shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the aggregate, does not constitute Closing Date with the same effect as though those representations and would not reasonably be expected to constitute a Purchaser Material Adverse Eventwarranties had been made again at and as of that date; (bc) Purchaser the Parent and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 6.2(a), 6.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d6.2(c) The Sellers shall have obtained all necessary Approvalshereof; (e) No Purchaser Material Adverse Event there shall have occurred and not be continuing;in effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) The Sellers the Seller shall have been furnished with the documents obtained all consents and waivers referred to in Section 10.2; 4.6(b) hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and ------------the Seller Documents; (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyARTICLE 7.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions transaction contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on in all material respects at and as of the Closing Date, except those representations with the same force and warranties effect as if made at and as of Purchaser the Closing Date, and Purchaser Parent that speak of a certain date, which representations and warranties the Seller shall have been true and correct as received a certificate of the Purchaser to such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Eventeffect; (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing DateDate and the Seller shall have received a certificate of the Purchaser to such effect; (c) Purchaser there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transaction contemplated hereby; and (d) all material consents, the granting of which is required for the consummation of the transaction contemplated hereby, shall have furnished been obtained. ARTICLE VIII DOCUMENTS TO BE DELIVERED VIII.1 Documents to be Delivered by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business the following: (a) the endorsed share certificates representing the Shares, and the Bartoli's Shares, free and clear from any Liens, duly recording the transfer in favor of the jurisdictions in which Purchaser, together with the Assets are located shareholders' book of the Company; (b) copies of all corporate resolutions or appropriate corporate powers of the Seller approving the entering into of this Agreement and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted completion of all bonds required by Governmental Authoritiestransactions contemplated hereunder; (c) all shareholders' books and all share certificates of the Subsidiaries; (d) The Sellers shall have obtained all necessary Approvalsthe certificates referred to in Section 7.1(a) and (b) hereof; (e) No Purchaser Material Adverse Event shall have occurred and be continuingcopies of all consents referred to in Section 7.1(e) hereof; (f) The Sellers shall have been furnished with written resignations of each of the documents directors and statutory auditors of the Company, referred to in Section 10.2; and ------------7.1(d) hereof; (g) All letter of credit referred to in Section 7.1(h); (h) an opinion of counsel to the conditions precedent required for Seller referred to in Section 7.1(e); and (i) such other documents as the closing of the transaction contemplated Purchaser shall reasonably request. VIII.2 Documents to be Delivered by the South Tehachapi Hill Purchase Agreement Purchaser. At the Closing, the Purchaser shall have been satisfied or waived deliver to the Seller the following: (a) confirmation of a successful wire transfer to the account designated by the applicable partySeller; (b) the certificates referred to in Section 7.2(a) and (b) hereof; and (c) such other documents as the Seller shall reasonably request.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the The representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and Purchaser Parent contained herein correct, and those not so qualified shall be true and correct on in all material respects, at and as of the Closing Date as though made on the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, individually or and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the aggregateSeller shall have received a certificate signed by an authorized officer of Purchaser, does not constitute and would not reasonably be expected dated the Closing Date, to constitute a Purchaser Material Adverse Eventthe foregoing effect; (b) Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date, and the Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (c) Purchaser there shall have furnished to not be in effect any Law or Order restraining, enjoining or otherwise prohibiting the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in consummation of the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authoritiestransactions contemplated hereby; (d) The Sellers Indian Foreign Investment Promotion Board approval shall have been granted or obtained all necessary Approvals;for the purchase of the Shares hereunder and any waiting period applicable to the transactions contemplated by this Agreement under any Law enforced by any Governmental Antitrust Entity regarding preacquisition notifications for the purpose of competition reviews shall have expired or early termination shall have been granted; and (e) No Purchaser Material Adverse Event shall have occurred and delivered, or caused to be continuing; (f) The Sellers shall have been furnished with delivered, to the documents referred to in Section 10.2; and ------------ (g) All Seller evidence of the conditions precedent required for the closing payment of the transaction contemplated by Purchase Price and evidence of payment of funds to the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by lender parties set forth in the applicable partyPayoff Certificates.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (c) Purchaser shall have furnished to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers SEC shall have obtained all necessary Approvals;declared the S-4 effective. No stop order suspending the effectiveness of the S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Joint Proxy Statement/Prospectus, shall have been initiated or threatened in writing by the SEC. (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers the Seller shall have been furnished with certificates (dated the documents referred Closing Date and in form and substance reasonably satisfactory to in Section 10.2; the Seller) executed by the Chief Executive Officer and ------------ (g) All Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (f) no legal proceedings shall have been satisfied instituted or waived threatened or claim or demand made against the Seller, the Company, or the Purchaser 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 applicable partyconsummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a), 7.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals7.2(c); (e) No Purchaser Material Adverse Event there shall have occurred and not be continuingin effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) The Sellers the Purchaser shall have been furnished with obtained all consents including the documents Gaming Approvals and waivers referred to in Section 10.2; 5.3 hereof with respect to the transactions contemplated by this Agreement and ------------the Purchaser Documents; (g) All of the conditions precedent required for waiting period under the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement HSR Act shall have expired or early termination shall have been satisfied granted; (h) the Purchaser shall have obtained the Gaming Approvals; (i) the Purchaser (or waived by an Affiliate) shall enter into the applicable party.Assumption of Lease Agreements (in form and substance reasonably satisfactory to the Seller) relating to the real properties described in Schedule 7.2(i) hereto provided however that the Purchaser shall not be liable for any costs or expenses specifically related to the transfer of such lease; and

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof and as of the Closing Date, except those ; (b) all representations and warranties of the Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties contained herein qualified as to materiality shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the aggregate, does not constitute Closing Date with the same effect as though those representations and would not reasonably be expected to constitute a Purchaser Material Adverse Eventwarranties had been made again at and as of that date; (bc) Purchaser the Seller and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with documents (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 6.2(a), 6.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d6.2(c) The Sellers shall have obtained all necessary Approvalshereof; (e) No Purchaser Material Adverse Event there shall have occurred and not be continuing;in effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) The Sellers the Seller shall have been furnished with the documents obtained all consents and waivers referred to in Section 10.2; and ------------ (g4.6(b) All of hereof, in a form reasonably satisfactory to the conditions precedent required for Purchaser, with respect to the closing of the transaction transactions contemplated by this Agreement and the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable party.Seller Documents;

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the Buyer shall have executed and delivered this Agreement and such other instruments, documents and certificates as are required to be executed and delivered by the Buyer pursuant to this Agreement; (b) all representations and warranties of Purchaser and Purchaser Parent the Buyer contained herein shall be true and correct on in all material respects at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) Purchaser and Purchaser Parent the Buyer shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them the Buyer on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Purchaser is qualified Seller) executed by the Buyer certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 6.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals6.2(c); (e) No Purchaser Material Adverse Event the Company and the Stockholders shall have occurred and be continuingbeen furnished with an opinion of Nixon, Hargrave, Devans & Doyle LLP, counsel for the Xxxxx, substantially in the form of Exhibit 6.2(e) hereto; (f) The Sellers there shall not have been furnished or occurred (i) any change, destruction or loss, whether or not covered by insurance, which would result in the loss of a material part of the properties or assets of the Buyer, (ii) any Legal Proceedings instituted or threatened against the Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the documents referred consummation of the transactions contemplated hereby, or which might, in the reasonable opinion of the Seller, result in a Material Adverse Change to the Buyer, (iii) any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (iv) any other event or occurrence related to the Buyer which could result in Section 10.2; and ------------a Material Adverse Change to the Buyer; (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement Buyer shall have been satisfied obtained all consents and waivers, in a form reasonably satisfactory to the Seller, described in Section 4.3 or waived by listed on Schedule 4.3; (h) the applicable party.Buyer shall have delivered to the Seller a Registration Rights Agreement in the form of Exhibit 6.1

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a), 7.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals7.2(c); (e) No Purchaser Material Adverse Event no legal proceedings shall have occurred been instituted or threatened or claim or demand made against the Owner, the Seller, or the Purchaser 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 continuing;in effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) The Sellers shall have been furnished with the documents referred to in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Employment Agreement shall have been satisfied or waived executed by the applicable partyOwner and the Purchaser.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a), 7.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals7.2(c); (e) No Purchaser Material Adverse Event no Legal Proceedings shall have occurred been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser 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 continuingin effect any order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) The Sellers appropriate actions shall have been furnished with taken to remove the documents referred to in Section 10.2; and ------------ (g) All Seller from any personal guarantees provided on behalf of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement Company or indemnification shall have been satisfied or waived by provided for such guarantees which is acceptable in the applicable partysole discretion of the Seller.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 6.2(a), 6.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary ApprovalsSection 6.2(c); (e) No Purchaser there shall not have been or occurred any event causing a Material Adverse Event shall have occurred and be continuingEffect on the Purchaser; (f) The Sellers no Legal Proceedings shall have been furnished instituted or threatened or claim or demand made against the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the documents referred to in Section 10.2; and ------------ (g) All consummation of the conditions precedent required for 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 closing consummation of the transaction transactions contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyhereby.

Conditions Precedent to Obligations of the Seller. The obligation of ------------------------------------------------- ---------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on and in all material respects as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 8.2(a) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities8.2(b) hereof; (d) The Sellers the Seller shall have obtained all necessary Approvalsconsents and waivers, if any, referred to in Section 5.6(b) hereof, in a form reasonably satisfactory to the Seller, with respect to the transactions contemplated by this Agreement; (e) No Purchaser Material Adverse Event no Legal Proceedings shall have occurred been instituted or threatened or claim or demand made against the Seller or the Purchaser 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 continuing;in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) The Sellers shall have been furnished with the documents referred to Seller has received the Purchase Price in the manner specified in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable party3.2 hereof.

Conditions Precedent to Obligations of the Seller. The obligation of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein shall be true and correct on and in all material respects as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 8.2(a) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities8.2(b) hereof; (d) The Sellers the Seller shall have obtained all necessary Approvalsconsents and waivers, if any, referred to in Section 5.6(b) hereof, in a form reasonably satisfactory to the Seller, with respect to the transactions contemplated by this Agreement; (e) No Purchaser Material Adverse Event no Legal Proceedings shall have occurred been instituted or threatened or claim or demand made against the Seller or the Purchaser 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 continuingin effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) The Sellers the Seller shall have been furnished with be reasonably satisfied that the documents referred to in Section 10.2transactions contemplated by the parties hereto shall be accounted for as a sale of assets by the Seller and that the full amount of the Purchase Price shall be accounted for as the proceeds of such sale; and ------------and, (g) All of the conditions precedent required for Seller has received the closing of Purchase Price in the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partymanner specified in Section 3.2 hereof.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Parent and the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Parent and the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Parent and the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Sellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a), 7.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals7.2(c); (e) No Purchaser Material Adverse Event no Legal Proceedings shall have occurred been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser 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 continuing;in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) The Sellers the Employment Agreements shall have been furnished with executed by Xxxxx, the documents referred to in Section 10.2; Seller and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyCompany.

Conditions Precedent to Obligations of the Seller. 8.1 The obligation obligations of ------------------------------------------------- the Sellers to consummate complete the transactions provided for herein shall be, at its election, subject to the performance by the Buyer of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Sellers in writing: (a) All representations and warranties by the Buyer, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement is subject Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; (b) The purchase of the Assets to be acquired by Buyer hereunder shall not be prohibited by any applicable law or governmental regulation; (c) Buyer shall have delivered to the fulfillmentSellers on the Closing Date a certificate of the Buyer, prior executed in its name by its President, in form and substance satisfactory to or on Sellers and dated as of the Closing Date, of each of to the following conditions (any or all of which may be waived by each such Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law): (a) All of effect that the representations and warranties of Purchaser and Purchaser Parent contained herein shall be the Buyer made in this Agreement are true and correct on in all material respects at and as of the Closing Date, except those representations and warranties as they may be affected by the transactions contemplated by this Agreement, that each of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall the conditions to Closing in this Section 8 have been true met, and correct as of to such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long other matters as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (b) Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser shall have furnished to the Sellers shall reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own request; and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers Board of Directors of Buyer shall have obtained all necessary Approvals; (e) No Purchaser Material Adverse Event determined that the Reorganization is in the best interests of the Buyer and, based upon such determination, shall have occurred approved this Agreement and be continuing; (f) the transactions contemplated hereby. The Sellers shall have been furnished with the documents referred to in Section 10.2; agree and ------------ (g) All confirm that all of the conditions precedent required for the closing set forth above and elsewhere in this Agreement have occurred or shall be deemed waived as of the transaction date of the Parties’ execution of this Agreement and as such the Closing of the transactions contemplated by herein shall be the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partydate of execution of this Agreement.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable the extent permitted by applicable Law): (a) All of the representations and warranties of the Purchaser and Purchaser Parent contained herein in Section 5 shall be true and correct on when made and at and as of the Closing Date, except Date with the same force and effect as though those representations and warranties had been made again at and as of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as except (i) that any failure of such representations and warranties that are given as of a specified date and relate solely to a specified date shall be true and correctcorrect only as of such date and (ii) to the extent any breach thereof, individually or in the aggregatewhen aggregated with all such breaches, does has not constitute had and would is not reasonably be expected likely to constitute have a Purchaser Material Adverse EventEffect. For purposes of this Section 7.2(a), the truth or correctness of any representation or warranty of the Purchaser set forth in Section 5 shall be determined without regard to any materiality, "Material Adverse Effect" or "Knowledge" qualification set forth in such representation or warranty; (b) The Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (c) Purchaser The Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by an executive officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities7.2(b); (d) The Sellers waiting periods specified under the Antitrust Acts with respect to the transactions contemplated by this Agreement shall have obtained all necessary Approvalslapsed or been terminated; (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers Legal Proceedings shall have been furnished with instituted or threatened by a Governmental Body, and no Legal Proceedings that are reasonably likely to succeed on the documents referred to in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement merits shall have been satisfied instituted by a Person other than a Governmental Body, against the Seller seeking to restrain or waived 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 applicable partyconsummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller. The obligation of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by sale of Acquired Assets under this Agreement is subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law):writing); (a) All of the representations and warranties of the Purchaser and to the Seller contained in this Agreement or in any schedule, certificate, or document delivered by the Purchaser Parent contained herein to the Seller pursuant to the provisions hereof shall be true and correct on in all material respects at and as of the time of the Closing Date, except with the same effect as though those representations and warranties had been made at and as of that time; and the Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as delivered to Seller a certificate executed on behalf of the Purchaser dated the Closing Date to such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Eventeffect; (b) The Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them on or Purchaser prior to or at the Closing DateClosing; (c) Purchaser shall have furnished On the Closing Date, no action is threatened or pending challenging or otherwise relating to the Sellers reasonably acceptable documentation that transactions provided for herein or which may affect the business of the Purchaser in a manner which is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authoritiesmaterially adverse; (d) The Sellers Purchaser shall have obtained delivered to Seller: (i) a certificate of the Clerk or Assistant Clerk of the Purchaser certifying (x) the incumbency and genuineness of signatures of all necessary Approvalsofficers of the Purchaser executing this Agreement, any document delivered by the Purchaser at the Closing and any other document, instrument or agreement executed in connection herewith and (y) the truth and correctness of resolutions of the Purchaser authorizing the entry by the Purchaser into this Agreement and the transactions contemplated hereby; and (ii) a certificate of corporate good standing and legal existence of the Purchaser as of a recent date from the Secretary of State of the Commonwealth of Massachusetts; (e) No The Purchaser Material Adverse Event shall have occurred executed and be continuingdelivered to each of Jeffxxx Xxxxx xxx Robexx Xxxda an Employment Agreement; (f) The Sellers Board of Directors and shareholders of Purchaser shall have approved the expansion of the Board of Directors by one (1) member and Rob Xxxxx xxxll have been furnished with elected as the documents referred person to in Section 10.2fill the vacancy so created; and ------------and (g) All of The Purchase Price shall be paid to the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partySeller as set forth on SCHEDULE 1.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived in writing by each such the Seller in its sole and absolute discretion, in whole or in part, subject to Applicable the extent permitted by applicable Law): (a) All of (i) the representations and warranties of the Purchaser and Purchaser Parent contained herein in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto that are not qualified by materiality or similar qualification shall be true and correct on in all material respects both as of the Agreement Date and as of the Closing DateClosing, except those representations and warranties of Purchaser and Purchaser Parent that speak to the extent expressly made as of a certain different date, in which case such representations and warranties shall have been be so true and correct as of such different date; provided, however, -------- ------- and (ii) the representations and warranties of the Purchaser contained in this condition Agreement that are qualified by materiality or similar qualification shall be deemed true and correct in all respects both as of the Agreement Date and as of the Closing, except to have been satisfied so long the extent expressly made as any failure of a different date, in which case such representations and warranties to shall be so true and correctcorrect as of such different date, individually or in and (iii) the aggregateSeller shall have received a certificate signed by an authorized officer of the Purchaser on behalf of the Purchaser dated the Closing Date, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Eventthe foregoing effect; (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material covenants, obligations and covenants agreements required by in this Agreement or any Ancillary Agreement to be performed or complied with by them on or the Purchaser prior to or at the Closing, and the Seller shall have received a certificate signed by an authorized officer of the Purchaser on behalf of the Purchaser dated the Closing Date;, to the foregoing effect; and (c) the Purchaser shall have furnished delivered to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted Seller all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals; (e) No Purchaser Material Adverse Event shall have occurred and be continuing; (f) The Sellers shall have been furnished with the documents referred to in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable party.items set forth in

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of Purchaser the Parent and Purchaser Parent Acquisition Sub contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Parent and Acquisition Sub contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Parent and Acquisition Sub contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) Purchaser the Parent and Purchaser Parent Acquisition Sub shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Parent and Acquisition Sub on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Purchaser is qualified Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Parent and the Acquisition Sub certifying as to do business the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c), and resolutions of the jurisdictions in which Board of Directors of the Assets are located Parent and to own and, where applicable, operate Acquisition Sub authorizing the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvalsacquisition of the Seller; (e) No Purchaser Material Adverse Event there shall have occurred and not be continuingin effect any order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) The Sellers the Parent and Acquisition Sub shall have been furnished entered into the Employment Agreement with the documents referred to in Section 10.2Seller's Stockholder; and ------------and (g) All the Acquisition Sub and the Seller shall have entered into the Security Agreements, dated as of the conditions precedent required for the closing date of the transaction contemplated by Closing, pursuant to which the South Tehachapi Hill Purchase Agreement Acquisition Sub shall have been satisfied or waived by granted a security interest to the applicable partySeller in the Assets secondary to the interests of the Original Secured Parties (as defined in the Security Agreements), and the Parent and Acquisition Sub shall have executed and delivered to the Seller the Note.

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Law):the extent permitted by applicable law): 039996.0183 NEW YORK 105505 v1 (a) All of the all representations and warranties of the Parent and the Purchaser and Purchaser Parent contained herein shall be true and correct on as of the date hereof; (b) all representations and warranties of the Parent and the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (bc) the Parent and the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (cd) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Sellers) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a), 7.2(b) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities; (d) The Sellers shall have obtained all necessary Approvals7.2(c); (e) No Purchaser Material Adverse Event no Legal Proceedings shall have occurred been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser 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 continuingin effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) The Sellers the Employment Agreement shall have been furnished with executed by Xxxxx Xxxxxxx and the documents referred to in Section 10.2; and ------------Company; (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement Guaranty shall have been satisfied or waived executed by the applicable party.Parent and delivered to the Seller; (h) the Investment shall have been completed; and (i) the Parent shall have become the sole stockholder of the Purchaser. 039996.0183 NEW YORK 105505 v1

Conditions Precedent to Obligations of the Seller. The obligation obligations of ------------------------------------------------- the Sellers Seller to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such the Seller in its sole and absolute discretion, in whole or in part, subject part to Applicable Lawthe extent permitted by applicable law): (a) All of the all representations and warranties of the Purchaser and Purchaser Parent contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct on in all material respects, at and as of the Closing Date, except Date with the same effect as though those representations and warranties of Purchaser had been made again at and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such that date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event; (b) the Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them Purchaser on or prior to the Closing Date; (c) Purchaser the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers reasonably acceptable documentation that Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser is qualified certifying as to do business the fulfillment of the conditions specified in the jurisdictions in which the Assets are located Sections 7.2(a) and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities7.2(b); (d) The Sellers there shall have obtained all necessary Approvalsnot be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) No Purchaser Material Adverse Event the Seller shall have occurred obtained the consents referred to in clause (b) of Schedule 4.5 if, as and be continuing;to the extent such consents are required by applicable laws, rules, regulations or contracts; and (f) The Sellers the Purchaser shall have been furnished with executed and delivered the documents referred to in Section 10.2; and ------------ (g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable partyIncremental Tax Payment Escrow Agreement.