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

CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of the Buyer to close under this Agreement are subject to the fulfillment of each of the following conditions, prior to or at the Closing: (a) The representations and warranties made by the Sellers contained herein shall be true and correct at and as of the time of the Closing, with the same effect as though such representations and warranties were made at and as of such time, except in respects not materially adverse to Meadowlands. As used herein, the phrase "in respects not materially adverse to Meadowlands" shall mean in respects not materially adverse to the overall financial condition, business or prospects of the Business. (b) The Sellers and Meadowlands, on or before the Closing, shall have performed and complied with all terms, covenants and conditions required by this Agreement to be performed or complied with at or before the Closing. (c) No order, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (d) The Sellers shall have delivered to the Buyer a certificate, dated the Closing Date and signed by the Sellers, certifying (i) as to the fulfillment of the conditions set forth in subsections (a), (b) and (c) of this Section 7 and (ii) that Sellers are not aware of any material omissions or facts that would materially alter any of the Financial Statements, nor are Sellers aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Business. (e) All consents and approvals and waivers of third parties contemplated by this Agreement, and consents, permits and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement shall have been procured and delivered to the Buyer, and all other requirements prescribed by law shall have been satisfied. (f) No suit, action or other proceeding shall be pending or directly threatened by any federal or state governmental agency having jurisdiction or authority over either the Sellers, Meadowlands or the Buyer in which it is sought to restrain or prohibit consummation of the transactions contemplated by this Agreement. (g) All intercompany or affiliate loans shall have been eliminated. (h) There shall not have been commenced, threatened or received any proceeding, or notice thereof, which results or could result in the citation of the Sellers or the Business for violation of zoning ordinances in connection with the use of the principal office of the Business or requiring the cessation of such use. (i) There shall have been no material adverse changes in the financial condition, Business, operations, Assets, liabilities or management of Meadowlands. (j) The Sellers shall have delivered all consents, approvals and waivers required under any contracts, licenses, leases (including the Leases) or other agreements material to the Business or shall have executed and delivered assignments of all such instruments. (k) The Sellers shall have delivered to the Buyer the certificates representing the Meadowlands Shares, duly executed for transfer or accompanied by duly executed stock powers. (l) Xxxxx Xxxxxxxxx shall have entered into the Employment, Consulting, Confidentiality, Non-Competition and Sales Representation Agreement annexed hereto as "Exhibit E". (m) Xxxxxxx Xxxxxxxxx shall have entered into the Non-Competition Agreement annexed hereto as "Exhibit F". (n) If Meadowlands' current lease agreement shall require the landlord's consent to any of the transactions contemplated by this Agreement, such consents shall have been obtained in writing.

CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Buyer to close under this Agreement are hereunder are, at the option of the Buyer, subject to the compliance with, or the satisfaction or fulfillment of of, each of the following conditionsconditions precedent, at or prior to or at the Closing: : (ai) The representations and warranties made by the Sellers contained herein shall be true and correct at and as of the time of the Closing, with the same effect as though such representations and warranties were made at and as of such time, except in respects not materially adverse to Meadowlands. As used herein, the phrase "in respects not materially adverse to Meadowlands" shall mean in respects not materially adverse to the overall financial condition, business or prospects of the Business. (b) The Sellers and Meadowlands, on or before the Closing, Seller shall have performed and complied with all termsagreements, obligations and covenants and conditions required by this Agreement to be performed or complied with at or before the Closing. (c) No order, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (d) The Sellers shall have delivered to the Buyer a certificate, dated the Closing Date and signed by the Sellers, certifying (i) as to the fulfillment of the conditions set forth in subsections (a), (b) and (c) of this Section 7 and (ii) that Sellers are not aware of any material omissions or facts that would materially alter any of the Financial Statements, nor are Sellers aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Business. (e) All consents and approvals and waivers of third parties contemplated by this Agreement, and consents, permits all of their respective representations and approvals warranties shall be true and correct; (ii) Seller shall own and be able to transfer the Assets (other than the Real Property) free and clear of all regulatory agencies or other authorities having jurisdiction over Encumbrances except the transactions contemplated by this Agreement shall have been procured and delivered to the BuyerPermitted Encumbrances, and Seller shall own and be able to transfer the Real Property free and clear of all Encumbrances except the Real Property Permitted Encumbrances; (iii) the Real Property and the other requirements prescribed by law property and assets comprising the Assets shall have been satisfied. (f) No suit, action or other proceeding shall be pending or directly threatened by any federal or state governmental agency having jurisdiction or authority over either remain in substantially the Sellers, Meadowlands or same condition as on the Buyer in which it is sought to restrain or prohibit consummation of the transactions contemplated by this Agreement. (g) All intercompany or affiliate loans shall have been eliminated. (h) There shall not have been commenced, threatened or received any proceeding, or notice thereof, which results or could result in the citation of the Sellers or the Business for violation of zoning ordinances in connection with the use of the principal office of the Business or requiring the cessation of such use. (i) There date hereof and there shall have been no material adverse changes change in the financial conditionbusinesses or assets to be purchased hereunder; (iv) all Governmental Approvals necessary to consummate the transactions contemplated hereby have been obtained, Businessand Xxxx County, operationsNorth Carolina (and any city or municipality in which the Real Property is located, Assets, liabilities or management of Meadowlands. (jif any) The Sellers shall have delivered all consentsissued such approvals as are required to permit Aganol Biorefineries, approvals and waivers required under LLC to produce ethanol at the Real Property upon Closing; (v) consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited by any contractsApplicable Law, licensesincluding any order, leases (including the Leases) injunction, decree or judgment of any court or other agreements material Governmental Authority, and no proceeding with respect to the Business or application of any such Applicable Law to such effect shall be pending; (vi) Buyer shall have executed received the Environmental Assessment in a form satisfactory to Buyer (see Item 17(c) below); and (vii) with respect to all contracts and agreements which Buyer is acquiring hereunder from a Seller, Buyer has agreed in writing to assume, and whose terms require consent for assignment and/or assumption, Seller shall have obtained from all other parties to such agreements written consents to the such assignment to and/or assumption by Buyer and delivered assignments of all same to Buyer, and, with respect to each such instruments. (k) The Sellers agreement and at Buyer's option, Seller shall have delivered to Buyer after Buyer's request an estoppel certificate executed by the Buyer other party to the certificates representing agreement which provides that no default, or basis for default, to the Meadowlands Shares, duly executed for transfer or accompanied by duly executed stock powersagreement exists. (l) Xxxxx Xxxxxxxxx shall have entered into the Employment, Consulting, Confidentiality, Non-Competition and Sales Representation Agreement annexed hereto as "Exhibit E". (m) Xxxxxxx Xxxxxxxxx shall have entered into the Non-Competition Agreement annexed hereto as "Exhibit F". (n) If Meadowlands' current lease agreement shall require the landlord's consent to any of the transactions contemplated by this Agreement, such consents shall have been obtained in writing.

CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of The Buyer’s obligation to consummate the transactions contemplated by this Agreement and to take the other actions to be taken by the Buyer to close under this Agreement are at the Closing is subject to the fulfillment satisfaction, at or prior to Closing, of each of the following conditionsconditions (any of which may be waived by the Buyer, prior to in whole or at the Closing:in part): (a) The representations and warranties made by of the Company and the Sellers contained herein in this Agreement and the Seller Ancillary Documents that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct at in all material respects, as of the date hereof and as of the time of the Closing, with the same effect Closing Date as though made on the Closing Date, except to the extent such representations and warranties were made at expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such time, except in respects not materially adverse to Meadowlands. As used herein, the phrase "in respects not materially adverse to Meadowlands" shall mean in respects not materially adverse to the overall financial condition, business or prospects of the Businessearlier date). (b) The Company and the Sellers and Meadowlands, on or before the Closing, shall have in all material respects performed and complied with all terms, their respective covenants and conditions required by obligations under this Agreement to be performed or complied with at or before the ClosingAgreement. (c) No order, ruling or regulation (general or specific) of any governmental authority The Buyer shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (d) The Sellers shall have delivered to the Buyer received a certificate, dated the Closing Date and signed by the SellersCompany’s President or another senior officer, certifying (i) as to the fulfillment of effect that the conditions set forth in subsections (a), (bSection 7.1(a) and (c7.1(b) of this Section 7 and (ii) that Sellers are not aware of any material omissions or facts that would materially alter any of the Financial Statements, nor are Sellers aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Business. (e) All consents and approvals and waivers of third parties contemplated by this Agreement, and consents, permits and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement shall have been procured and delivered to the Buyer, and all other requirements prescribed by law shall have been satisfied. (d) No third party shall have made or threatened a credible claim that such Person is the holder or beneficial owner of any shares capital stock of the Company. (e) The Buyer shall have received possession of the certificates representing all of the Shares. (f) No suitThe Company and the Buyer, action as the case may be, shall have received or other proceeding shall be pending or directly threatened by any federal or state governmental agency having jurisdiction or authority over either obtained all third party consents and approvals that are required of the Sellers, Meadowlands Company or the Buyer Seller, or in which it is sought to restrain or prohibit consummation the case of Buyer, that are required of the transactions contemplated by this AgreementBuyer, including without limitation obtaining each of the Seller Consents and Permits identified on Schedule 7.1(f) in form and substance satisfactory to the Buyer, all of which will be in full force and effect. (g) All intercompany or affiliate loans shall have been eliminated. (h) There shall not have been commencedany events, threatened occurrences or received developments that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect or prospective Material Adverse Effect on the Company. (h) No action or proceeding shall be pending by any proceedingPerson to restrain or prohibit the completion of the transactions contemplated hereby. There shall not be outstanding or pending on the Closing Date any Order or decree, or any complaint or judicial, administrative or regulatory proceeding or written notice thereofseeking a judicial, administrative or regulatory order or decree which results (i) restrains or could result in enjoins or otherwise opposes the citation consummation of the Sellers this Agreement or the Business for violation of zoning ordinances in connection with transactions contemplated hereby or (ii) would impose material monetary damages or fines on the use of Buyer, the principal office of Seller or the Business or requiring Acquired Companies if this Agreement and the cessation of such usetransactions contemplated herein are consummated. (i) There The Shareholders Agreement, dated October 23, 2009, by and among the Company and each Seller shall have been no material adverse changes in the financial condition, Business, operations, Assets, liabilities or management of Meadowlandsterminated. (j) The Sellers Company shall have delivered all consents, approvals and waivers required under any contracts, licenses, leases (including the Leases) or other agreements material to the Business or Buyer written evidence, reasonably satisfactory to the Buyer, of the satisfaction of all Debt and shall have executed and delivered assignments provided for termination of all such instrumentsUCC filings and security interests, if any, against the Company. (k) The Sellers shall have delivered Funds Flow Memorandum duly executed by the Seller in form and substance reasonably satisfactory to the Buyer the certificates representing the Meadowlands Shares, duly executed for transfer or accompanied by duly executed stock powersBuyer. (l) Xxxxx Xxxxxxxxx shall have entered into The original Certificates representing all of the Employment, Consulting, Confidentiality, Non-Competition and Sales Representation Agreement annexed hereto as "Exhibit E"Shares. (m) Xxxxxxx Xxxxxxxxx shall have entered into A certificate representing the Non-Competition Agreement annexed hereto as "Exhibit F"Shares issued in the name of the Buyer and evidence of the transfer of the Shares to the Buyer in the stock ledger of the Company in accordance with applicable Law. (n) If Meadowlands' current lease The Amended and Restated Software License Agreement between the Company and GNW Holdings, Inc. substantially in the form attached hereto as Exhibit B shall be executed and delivered by the parties thereto and such agreement shall require be in full force and effect (the landlord's consent “Software License Agreement”) which, together with the Maintenance Agreement, shall provide the Company with the same access as it has as the date hereof to any use the “Software” (as defined therein) for at least one year following the Closing Date, except as otherwise explicitly specified in the Software License Agreement or the Maintenance Agreement. (o) The Maintenance Agreement between the Company and GNW Holdings, Inc. substantially in the form attached hereto as Exhibit C shall be executed and delivered by the parties thereto and such agreement shall be in full force and effect (the “Maintenance Agreement”), which, together with the Software License Agreement, shall provide the Company with the same access as it has as the date hereof to use the Software (as defined in the Software License Agreement) for at least one year following the Closing Date, except as otherwise explicitly specified in the Software License Agreement or the Maintenance Agreement.1 (p) The license implementation fee of $250,000 relating to acceptance of the transactions contemplated by this Agreement, such consents GNW software license shall have been obtained paid by ZIC prior to the Closing Date. For the avoidance of doubt, neither the Acquired Companies nor any of their Affiliates shall have any responsibility for the payment of any implementation fee at or after Closing. (q) Any and all fees, including Royalties (as defined in writingthe Software License Agreement) under the Software License Agreement and implementation agreement and statement of work entered into in connection therewith, including the $500,000 in Royalties and $250,000 fee shall have been paid by ZIC prior to the Closing Date. For the avoidance of doubt, neither the Acquired Companies nor any of their Affiliates shall have any responsibility for the payment of any license fees whether prior to, at or after Closing. (r) The Escrow Agent and the Sellers’ Representative shall have executed and delivered the Escrow Agreement. (s) The Buyer shall have received the 2014 Audited Financial Statements and copies of all letters from the Company’s auditors to the Company’s board of directors or audit committee thereof relating to the 2014 Audited Financial Statements within fifty (50) days of the date hereof. (t) The retention bonuses to key employees of ZIC in the aggregate amount of $363,692 approved by ZIC’s board of directors on July 31, 2015 shall be paid in full prior to the Closing Date.

CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of the Buyer to close under this Agreement are subject to the fulfillment of each of the following conditions, conditions prior to or at the Closing: (a) The representations and warranties made by the Sellers contained herein shall be true and correct at and as of the time of the Closing, with the same effect as though such representations and warranties were made at and as of such time, except in respects not materially adverse to MeadowlandsFCES. As used herein, the phrase "“in respects not materially adverse to Meadowlands" FCES” shall mean in respects not materially adverse to the overall financial condition, business or prospects of the Business. (b) The Sellers and MeadowlandsFCES, on or before the ClosingClosing Date, shall have performed and complied with all terms, covenants and conditions required by this Agreement to be performed or complied with at or before the ClosingClosing Date. (c) No order, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby. (d) The Sellers shall have delivered to the Buyer a certificate, dated as of the Closing Date and signed by the Sellers, certifying (i) as to the fulfillment of the conditions set forth in subsections (a), (b) and (c) of this Section 7 7, and (ii) that the Sellers are not aware of any material omissions or facts that would materially alter any of the Financial Statements, nor are the Sellers aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Business. (e) All consents and consents, approvals and waivers of third parties contemplated required by this Agreement, and all required consents, permits and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions contemplated by this Agreement shall have been procured and delivered to the Buyer, and all other requirements prescribed by law shall have been satisfied. (f) No suit, action or other proceeding shall be pending or directly threatened by any federal or state governmental agency having jurisdiction or authority over either the Sellers, Meadowlands FCES or the Buyer in which it is sought to restrain or prohibit the consummation of the transactions contemplated by this Agreement. (g) All intercompany or affiliate loans shall have been eliminated. (h) There shall not have been commenced, threatened or received any proceeding, or notice thereof, which results or could result in the citation of the Sellers or the Business for violation of zoning ordinances in connection with the use of the principal office of the Business or requiring the cessation of such use. (i) There shall have been no material adverse changes in the financial condition, Business, operations, Assets, liabilities or management of MeadowlandsFCES. (j) The Sellers shall have delivered all consents, approvals and waivers required under any contracts, licenses, leases (including the Leases) or other agreements that are material to the Business or shall have executed and delivered assignments of all such instruments. Such approvals shall include, but not be limited to, approval of the transfer and/or assignment relating to: (1) the Notifier Engineered Systems Distributor Agreement dated August 21, 2003 by and between FCES and Honeywell International, Inc., and (2) the Gamewell-FCI Engineered Systems Distributor Agreement dated July 26, 2004 by and between FCES and Honeywell International, Inc. In connection therewith, the Buyer acknowledges and agrees that, in order to obtain the approval of Notifier, the Buyer shall be required to contact Notifier directly, that Notifier must approve the Buyer, and that the Buyer shall be required to execute a new Distributor Agreement with Notifier containing the same or similar terms, provisions and conditions as contained in the above-referenced agreement. (k) The Sellers shall have delivered to the Buyer the certificates representing the Meadowlands FCES Shares, duly executed for transfer or accompanied by duly executed stock powers. (l) Xxxxx Xxxxxxxxx Xx. Xxxxxxx X. Bianco shall have entered into the Employment, Consulting, Confidentiality, Non-Competition Confidentiality and Sales Representation Agreement annexed hereto as "Exhibit E". (m) Xxxxxxx Xxxxxxxxx shall have entered into the Non-Competition Agreement annexed hereto as "“Exhibit F"E”. (nm) If Meadowlands' current lease agreement shall require the landlord's consent to any of the transactions contemplated by this Agreement, such consents Xx. Xxxx X. Xxxxxxx shall have been obtained in writingentered into the Consulting, Confidentiality Non-Competition and Sales Representative Agreement annexed hereto as “Exhibit F”.