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

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S obligation to Close is subject to the satisfaction, in all material aspects, or waiver by PURCHASER, of the following conditions (the “Conditions Precedent to Purchaser’s Obligation to Close”): (a) No ruling of a court or governmental authority shall have been issued, promulgated or proffered with legal powers sufficient for such to restrict, on a temporary or permanent basis, or having as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation of Closing. (b) SELLERS shall have delivered, electronically or in person, to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the company, as well as the recording of PURCHASER in each shareholders registry ledger. (c) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of AEROCAP to PURCHASER: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016. (ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX. (iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties. (v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That as of the Closing Date, AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Shares. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that AEROCAP does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (d) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of CUMBIA to PURCHASER: (i) That CUMBIA does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and any matter referring to the liability that may derive from its capacity as a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and December 28, 2016 (date in which its interest in PROCAPEX was assigned to AEROCAP). (ii) That the only assets held or owned by CUMBIA are the shares of AEROCAP that represent 10% interest in the capital of AEROCAP. (iii) That CUMBIA is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That has no agreement whatsoever in place, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as of the Closing Date) with Bancolombia. (v) That there are no litigations nor pending claims against CUMBIA, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (e) SELLERS shall have met the representations and warranties set forth in this Agreement.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S The obligation of Purchaser to Close close the transactions contemplated by this Agreement is subject to the satisfaction, satisfaction (unless waived in all material aspects, or waiver advance in writing by PURCHASER, Purchaser) of each of the following conditions (the “Conditions Precedent at or prior to Purchaser’s Obligation to Close”):Closing: (a) No ruling The representations and warranties of a court or governmental authority Seller contained herein shall have been issued, promulgated or proffered with legal powers sufficient for be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such to restrict, on a temporary or permanent basis, or having as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation of Closing.time; 30NEXT PAGE (b) SELLERS Seller and First Financial shall have delivered, electronically performed in all material respects all of their covenants and agreements contained herein which require performance at or in person, prior to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the company, as well as the recording of PURCHASER in each shareholders registry ledger.Closing; (c) SELLERS No action or proceeding shall have certified in writing, at the Closing Date, been instituted by means of a communication sent by the Legal Representative of AEROCAP any Governmental Authority pertaining to PURCHASER: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016. (ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX. (iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties. (v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in by this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That as of the Closing Date, AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Shares. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that AEROCAP does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER.; and (d) SELLERS All required regulatory approvals, regardless of whether Seller or Purchaser was required to apply for the same, shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of CUMBIA to PURCHASER: (i) That CUMBIA does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and any matter referring to the liability that may derive from its capacity as a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and December 28, 2016 (date in which its interest in PROCAPEX was assigned to AEROCAP). (ii) That the only assets held or owned by CUMBIA are the shares of AEROCAP that represent 10% interest in the capital of AEROCAP. (iii) That CUMBIA is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That has no agreement whatsoever in place, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as of the Closing Date) with Bancolombia. (v) That there are no litigations nor pending claims against CUMBIA, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or been received without the pass imposition of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, any non-standard condition upon Purchaser and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) all applicable waiting periods shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASERexpired. (e) SELLERS Since January 31, 2005, Seller has not, and is not reasonably likely to, experience a Material Adverse Change. (f) The Estimated Closing Date Retail Deposits are equal to or greater than 85% of the Base Retail Deposits; provided, however, that, in the event that the Estimated Closing Date Retail Deposits are less than 85% of the Base Retail Deposits, the Estimated Closing Date Retail Deposits shall be recalculated, for purposes of this Section 7.2(f) only, to include all retail deposits that the parties mutually agree have been transferred from Seller's deposit accounts to Purchaser's deposit accounts between the date of this Agreement and the date on which the Estimated Closing Date Retail Deposits are determined. (g) Seller shall have met executed and delivered the representations Ancillary Agreements to which it is a party. (h) Seller shall have delivered to Purchaser a certificate executed by the Chief Executive Officer of Seller and warranties an officer of First Financial certifying that the conditions set forth in this AgreementSections 7.2(a), (b), (e) and (f) have been satisfied.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S The obligation of the Purchaser to Close purchase the Purchased Securities pursuant to SECTION 2.2 hereof at the Closing is subject to the satisfactioncondition that, on and as of the Closing Date, (i) the Purchaser shall have received from the Company the following items, each dated the Closing Date unless otherwise indicated, in all material aspectsform and substance satisfactory to the Purchaser, or waiver by PURCHASER, of (ii) the following conditions (actions or events shall have occurred, unless waived by the “Conditions Precedent to Purchaser’s Obligation to Close”):. (a) No ruling Resolutions of a court the stockholders, the Company's Board of Directors and the Special Committee of the Company's Board of Directors, certified by the Secretary or governmental authority shall have been issued, promulgated or proffered with legal powers sufficient for such to restrict, on a temporary or permanent basis, or having Assistant Secretary of the Company as purpose or producing as an effect thereofof the Closing Date, to prohibitbe duly adopted and in full force and effect on such date, suspend or impede, authorizing (i) the consummation of Closingeach of the transactions contemplated by this Agreement and (ii) officers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (b) SELLERS shall have delivered, electronically or in person, to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers A copy of the companyCompany's Articles of Incorporation and bylaws, certified by the Secretary or Assistant Secretary of the Company as well true and correct as of the recording of PURCHASER in each shareholders registry ledgerClosing Date. (c) SELLERS shall have certified in writingA copy of all third party consents and approvals, at the Closing Date, by means of a communication sent by the Legal Representative of AEROCAP to PURCHASER: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016. (ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX. (iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties. (v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereofif any, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor are necessary for the consummation of the transactions contemplated therein, (1) will constitute a violation hereby or that are required in order to prevent a breach of an agreement entered into between AEROCAP and/or SELLERS and or default under, a third partytermination or modification of, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment acceleration of the obligations contained terms of, any contract, agreement or document required to be listed in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That as of the Closing Date, AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Shares. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authoritiesSEC Filings, in which it shows PURCHASER that AEROCAP does not have fiscal or tax liabilities with any authority whatsoever, each case on terms and such report is delivered conditions reasonably satisfactory to PURCHASERthe Purchaser. (d) SELLERS No suit, action or other proceeding shall be pending against the Company before any court or governmental regulatory body or authority in which it is sought to restrain or prohibit the transactions contemplated hereby, or that could reasonably be expected to have certified a Material Adverse Effect, and no injunction, judgment, order, decree or ruling with respect thereto shall be in writingeffect. (e) Since January 20, at the Closing Date, by means of a communication sent by the Legal Representative of CUMBIA to PURCHASER2003: (i) That CUMBIA does not there shall have been no change or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and any matter referring development that could reasonably be expected to the liability that may derive from its capacity as have a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and December 28, 2016 (date in which its interest in PROCAPEX was assigned to AEROCAP).Material Adverse Effect; and (ii) That concurrently with the only assets held or owned by CUMBIA are Closing, the shares Company's lender shall have entered into an amendment to its loan agreement with the Company to provide for an amortization of AEROCAP that represent 10% interest in the capital Company's current indebtedness to such lender over a period of AEROCAPnot less than forty-one (41) months. (iiif) That CUMBIA is not currently, nor has ever been, a party The Purchased Securities shall have been delivered to any employment agreement whatsoeverthe Purchaser. (ivg) That has no agreement whatsoever The Company shall have reimbursed the Purchaser for fees and expenses incurred in placeconnection with the preparation, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as execution and delivery of the Closing Date) Transaction Documents and in connection with Bancolombia. (v) That there are no litigations nor pending claims against CUMBIAobtaining the funds necessary to meet Purchaser's obligations hereunder, nor against SELLERS or the assets thereof, provided that could prevent or impart the fulfillment such amount of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA reimbursement does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASERexceed fifteen thousand dollars ($15,000) in the aggregate. (e) SELLERS shall have met the representations and warranties set forth in this Agreement.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S obligation All obligations of Purchaser to Close is close under this Agreement are subject to the satisfaction, in all material aspects, or waiver by PURCHASER, fulfillment of each of the following conditions (conditions, prior to or at the “Conditions Precedent to Purchaser’s Obligation to Close”):Closing: (a) No ruling of a court or governmental authority shall have been issued, promulgated or proffered with legal powers sufficient for such to restrict, on a temporary or permanent basis, or having The representations and warranties made by Sellers contained herein are true and correct at and as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation of Closing. (b) SELLERS shall have delivered, electronically or in person, to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the companytime of the Closing, with the same effect as well though such representations and warranties were made at and as the recording of PURCHASER in each shareholders registry ledger. (c) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of AEROCAP to PURCHASER: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingentsuch time, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016. (ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX. (iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties. (v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That as of the Closing Date, AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Shares. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that AEROCAP does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (d) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of CUMBIA to PURCHASER: (i) That CUMBIA does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and any matter referring to the liability that may derive from its capacity as a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and December 28, 2016 (date in which its interest in PROCAPEX was assigned to AEROCAP). (ii) That the only assets held or owned by CUMBIA are the shares of AEROCAP that represent 10% interest in the capital of AEROCAP. (iii) That CUMBIA is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That has no agreement whatsoever in place, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as of the Closing Date) with Bancolombia. (v) That there are no litigations nor pending claims against CUMBIA, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (e) SELLERS shall have met the representations and warranties set forth in Sections 6.1, 6.2, and 6.3 of the Management Agreement concerning Other Midwest Transmitter Sites. (b) Sellers, on or before the Closing, have performed and complied with all terms, covenants, and conditions required by this AgreementAgreement to be performed or complied with at or before the Closing. (c) Sellers deliver to Purchaser a certificate, dated the Closing Date and signed by an appropriate officer of Seller, certifying as to the fulfillment of the conditions set forth in Subsections (a) and (b) of this Section 4.2. (d) The FINOVA Consent, the FCC Approval, and the Approval Order are obtained. (e) On or before October 15, 1999, Sellers will deliver to Purchaser audited financial statements of Sellers with auditors' consents as of the fiscal years ending December 31, 1996, 1997, and 1998 and for the period from January 1, 1999 through June 30, 1999. For the audited financial statements of Sellers for the fiscal year ending December 31, 1998 and for the period from January 1, 1999 through June 30, 1999, Purchaser agrees to pay the following portion of the reasonable costs and expenses of this audit at the Closing: (a) one-half of the first $30,000 and (b) all reasonable audit costs and expenses over $30,000 (together, "PURCHASER'S AUDIT PAYMENT"). If the Closing does not occur due to Purchaser's default, then Purchaser will pay the Purchaser's Audit Payment. (f) There has not been commenced, threatened, or received any proceeding, or notice thereof, that results or could result in the citation of any Seller or the Transferred Business for violation of zoning ordinances in connection with the use of the Seller's locations or requiring the cessation of such use. (g) Sellers deliver such other documents, opinions, and certificates as are reasonably requested by counsel for Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S Purchaser's obligation to Close close the transaction contemplated by this Agreement is subject to the satisfaction, in all material aspects, or waiver by PURCHASER, of the following conditions (the “Conditions Precedent to Purchaser’s Obligation to Close”): (a) No ruling of a court being performed on or governmental authority shall have been issued, promulgated or proffered with legal powers sufficient for such to restrict, on a temporary or permanent basis, or having as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation of Closing. (b) SELLERS shall have delivered, electronically or in person, to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the company, as well as the recording of PURCHASER in each shareholders registry ledger. (c) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of AEROCAP to PURCHASERbefore closing: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for The representations and warranties of Seller shall be true and correct in all material respects as set forth in an officers certificate delivered to Purchaser on the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016Closing Date. (ii) That The Bankruptcy Court shall have entered the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN Bidding Procedures Order and the 10% interest Sale Order authorizing the sale of all of the Contracts in PROCAPEXone transaction and the Sale Order shall not have been reversed, vacated or stayed. (iii) That AEROCAP is not currently, nor Purchaser has ever been, a party to any employment agreement whatsoeverreceived the electronic data as described in the manner set forth in Exhibit F hereto. (iv) That except for Purchaser shall have received evidence to its reasonable satisfaction from Seller that the agreement for actual cash collected on the checking account (which has no overdraws whatsoever as of the date hereof) with BancolombiaContracts from September 1, and the obligations deriving from its interest in PROCAPEX2000 through November 30, AEROCAP has no agreement whatsoever in place2000 shall be at least $17, producing any obligation whatsoever before third parties200,000. (v) That there are no litigations nor pending claims against AEROCAPSeller shall have delivered to Purchaser a report in a form satisfactory to Purchaser and Seller, nor against SELLERS or showing cash collections, Servicing Fees and the assets thereof, Servicing Excess for the period from the Cut-Off Date through a day that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or is three (3) days prior to the Closing Date. Since the Cut-Off Date, Seller shall constitute a violation of an applicable rule, regulation, administrative or judicial orderhave serviced the Contracts in accordance with Seller's historical practices and not offered obligors any settlements. (vi) That as of Seller shall have delivered to Purchaser the Closing Date, AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Sharesdocuments described herein in a mutually acceptable form. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that AEROCAP does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (d) SELLERS Seller shall have certified delivered the consent specified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of CUMBIA to PURCHASER: (iSection 6.2(iii) That CUMBIA does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and any matter referring to the liability that may derive from its capacity as a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and December 28, 2016 (date in which its interest in PROCAPEX was assigned to AEROCAP)hereof. (ii) That the only assets held or owned by CUMBIA are the shares of AEROCAP that represent 10% interest in the capital of AEROCAP. (iii) That CUMBIA is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That has no agreement whatsoever in place, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as of the Closing Date) with Bancolombia. (v) That there are no litigations nor pending claims against CUMBIA, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (e) SELLERS shall have met the representations and warranties set forth in this Agreement.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S The obligation of Purchaser to Close close the transactions contemplated by this Agreement is subject to the satisfaction, satisfaction (unless waived in all material aspects, or waiver advance in writing by PURCHASER, Purchaser) of each of the following conditions (the “Conditions Precedent at or prior to Purchaser’s Obligation to Close”):Closing: (a) No ruling The representations and warranties of a court or governmental authority Seller contained herein shall have been issued, promulgated or proffered with legal powers sufficient for be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such to restrict, on a temporary or permanent basis, or having as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation time; Table of Closing.Contents (b) SELLERS Seller and First Financial shall have delivered, electronically performed in all material respects all of their covenants and agreements contained herein which require performance at or in person, prior to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the company, as well as the recording of PURCHASER in each shareholders registry ledger.Closing; (c) SELLERS No action or proceeding shall have certified in writing, at the Closing Date, been instituted by means of a communication sent by the Legal Representative of AEROCAP any Governmental Authority pertaining to PURCHASER: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016. (ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX. (iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties. (v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in by this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That as of the Closing Date, AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Shares. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that AEROCAP does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER.; and (d) SELLERS All required regulatory approvals, regardless of whether Seller or Purchaser was required to apply for the same, shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of CUMBIA to PURCHASER: (i) That CUMBIA does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and any matter referring to the liability that may derive from its capacity as a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and December 28, 2016 (date in which its interest in PROCAPEX was assigned to AEROCAP). (ii) That the only assets held or owned by CUMBIA are the shares of AEROCAP that represent 10% interest in the capital of AEROCAP. (iii) That CUMBIA is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That has no agreement whatsoever in place, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as of the Closing Date) with Bancolombia. (v) That there are no litigations nor pending claims against CUMBIA, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or been received without the pass imposition of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, any non-standard condition upon Purchaser and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) all applicable waiting periods shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (vi) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASERexpired. (e) SELLERS Since January 31, 2005, Seller has not, and is not reasonably likely to, experience a Material Adverse Change. (f) The Estimated Closing Date Retail Deposits are equal to or greater than 85% of the Base Retail Deposits; provided, however, that, in the event that the Estimated Closing Date Retail Deposits are less than 85% of the Base Retail Deposits, the Estimated Closing Date Retail Deposits shall be recalculated, for purposes of this Section 7.2(f) only, to include all retail deposits that the parties mutually agree have been transferred from Seller’s deposit accounts to Purchaser’s deposit accounts between the date of this Agreement and the date on which the Estimated Closing Date Retail Deposits are determined. (g) Seller shall have met executed and delivered the representations Ancillary Agreements to which it is a party. (h) Seller shall have delivered to Purchaser a certificate executed by the Chief Executive Officer of Seller and warranties an officer of First Financial certifying that the conditions set forth in this AgreementSections 7.2(a), (b), (e) and (f) have been satisfied.