Common use of Conditions Precedent to the Obligation of the Purchaser Clause in Contracts

Conditions Precedent to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the Transaction shall be subject to the satisfaction or waiver by the Purchaser of all of the following conditions: (a) The Seller shall have in all material respects (except those agreements, covenants and conditions qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respects) performed and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Closing; (b) The representations and warranties of the Seller set out in Article 3 shall be true and accurate and the representations and warranties set out in Article 4 shall be true and accurate in all material respects (except those representations and warranties qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respects) as of the Closing Date; (c) Since the date hereof, there shall not have occurred any Material Adverse Change; (d) Chairman Hong shall have delivered a resignation, waiver and release letter signed by each of the Resigning Officers and Directors in the form attached hereto as Exhibit A together with any other documents necessary to complete registration of their resignation; (e) The Purchaser, the Seller and the Escrow Agent shall have entered into the Escrow Agreement in accordance with Article 2.3; (f) The Seller shall have delivered to the Purchaser a document evidencing convening of a shareholders’ meeting of the Company for the appointment of the persons designated by the Purchaser as directors and the statutory auditor of the Company as of the Closing Date and approval of the amendment to the articles of incorporation of the Company in the form attached hereto as Exhibit B.

Conditions Precedent to the Obligation of the Purchaser. The obligation of the Purchaser to consummate complete the Transaction agreement of purchase and sale of the Assets on and subject to the terms and conditions of this Agreement shall be subject to the satisfaction or waiver by the Purchaser of all of the following conditionsconditions precedent that: (a) The Seller the Vendor's representations and warranties contained in this Agreement shall have be true in all material respects at and as of the time of Closing as if such representations and warranties were made at and as of such time; (except those agreements, covenants and conditions qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respectsb) the Vendor shall have performed and complied with all agreements, obligations, covenants of the terms and conditions required by of this Agreement to be performed or complied with by the Seller at or Vendor prior to or at the time of Closing; (b) The representations and warranties of the Seller set out in Article 3 shall be true and accurate and the representations and warranties set out in Article 4 shall be true and accurate in all material respects (except those representations and warranties qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respects) as of the Closing Date; (c) Since the date hereof, there shall not have occurred any Material Adverse Change; (d) Chairman Hong shall have delivered a resignation, waiver and release letter signed by each of the Resigning Officers and Directors in the form attached hereto as Exhibit A together with any other documents necessary to complete registration of their resignation; (e) The Purchaser, the Seller and the Escrow Agent shall have entered into the Escrow Agreement in accordance with Article 2.3; (f) The Seller Vendor shall have delivered to the Purchaser a document evidencing convening certificate of a shareholders’ meeting an authorized signatory of the Company Vendor dated the time of Closing, certifying (in such detail as the Purchaser may reasonably specify) to the fulfilment of the conditions set forth in subsections 7.1(a) and (b) hereof; (d) the Purchaser shall be satisfied that i) all necessary approvals, licenses, certifications, authorizations and permits required for the appointment of uses to which the persons designated Assets will be put by the Purchaser as directors and have been obtained by the statutory auditor Purchaser, ii); there is no litigation or administrative or government proceeding or inquiry threatened against or relating to the Assets or their intended use or any basis for any such action, iii) there is no contaminant in the air, the ground or in other improvements in the areas or vicinities where any of the Company Assets are (or were) located or elsewhere on the Real Property and there has been no release of any contaminant as a result of the Closing Date and approval operation of the amendment Assets other than as may have been done in compliance with all laws, bylaws and regulations relating to the articles environment and iv) all wastes and other materials and substances disposed of, treated or stored utilizing the Assets, whether a contaminant or not, have been disposed of, treated and stored in compliance with all laws, bylaws and regulations in effect at the applicable time; (e) the Purchaser shall be satisfied that the Facilities comply, in all material respects, with all laws, statutes, ordinances, regulations, rules, judgments, decrees, orders and restrictive covenants applicable to the Facilities, ii) the Equipment currently complies, in all material respects, with the requirements of incorporation all applicable laws, statutes, ordinances, regulations, rules, judgments, decrees, orders and restrictive covenants, iii) there are no outstanding work orders or deficiency notices affecting the Real Property, iv) the present use of the Company Real Property as a starch and gluten manufacturing facility and grain handling facility may be lawfully continued, v) the Facilities and Equipment do not encroach on any property owned by others and vi) the rights of ingress and egress to the Real Property are adequate for the intended use of the Real Property; and (f) the Purchaser shall be satisfied that the Vendor has not knowingly withheld from the Purchaser any facts relating specifically to the Assets which, considered as a whole, would be adverse to the Purchaser, except facts which are public information or are generally known in the form attached hereto as Exhibit B.industry in which the Vendor operates.

Conditions Precedent to the Obligation of the Purchaser. The obligation of the Purchaser to consummate complete the Transaction agreement of purchase and sale of the Assets on and subject to the terms and conditions of this Agreement shall be subject to the satisfaction or waiver by the Purchaser of all of the following conditionsconditions precedent that: (a) The Seller the Vendor's representations and warranties contained in this Agreement shall have be true in all material respects at and as of the time of Closing as if such representations and warranties were made at and as of such time; (except those agreements, covenants and conditions qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respectsb) the Vendor shall have performed and complied with all agreements, obligations, covenants of the terms and conditions required by of this Agreement to be performed or complied with by the Seller at or Vendor prior to or at the time of Closing; (b) The representations and warranties of the Seller set out in Article 3 shall be true and accurate and the representations and warranties set out in Article 4 shall be true and accurate in all material respects (except those representations and warranties qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respects) as of the Closing Date; (c) Since the date hereof, there shall not have occurred any Material Adverse Change; (d) Chairman Hong shall have delivered a resignation, waiver and release letter signed by each of the Resigning Officers and Directors in the form attached hereto as Exhibit A together with any other documents necessary to complete registration of their resignation; (e) The Purchaser, the Seller and the Escrow Agent shall have entered into the Escrow Agreement in accordance with Article 2.3; (f) The Seller Vendor shall have delivered to the Purchaser a document evidencing convening certificate of a shareholders’ meeting an authorized signatory of the Company Vendor dated the time of Closing, certifying (in such detail as the Purchaser may reasonably specify) to the fulfilment of the conditions set forth in subsections 7.1(a) and (b) hereof; (d) the Purchaser shall be satisfied that i) all necessary approvals, licenses, certifications, authorizations and permits required for the appointment of uses to which the persons designated Assets will be put by the Purchaser as directors and have been obtained by the statutory auditor Purchaser, ii); there is no litigation or administrative or government proceeding or inquiry threatened against or relating to the Assets or their intended use or any basis for any such action, iii) there is no contaminant in the air, the ground or in other improvements in the areas or vicinities where any of the Company Assets are (or were) located or elsewhere on the Real Property and there has been no release of any contaminant as a result of the Closing Date and approval operation of the amendment Assets other than as may have been done in compliance with all laws, bylaws and regulations relating to the articles environment and iv) all wastes and other materials and substances disposed of, treated or stored utilizing the Assets, whether a contaminant or not, have been disposed of, treated and stored in compliance with all laws, bylaws and regulations in effect at the applicable time; (e) the Purchaser shall be satisfied that the Facilities comply, in all material respects, with all laws, statutes, ordinances, regulations, rules, judgments, decrees, orders and restrictive covenants applicable to the Facilities, ii) the Equipment currently complies, in all material respects, with the requirements of incorporation all applicable laws, statutes, ordinances, regulations, rules, judgments, decrees, orders and restrictive covenants, iii) there are no outstanding work orders or deficiency notices affecting the Real Property, iv) the present use of the Company in the form attached hereto Real Property as Exhibit B.a starch and gluten manufacturing facility and grain handling facility may be lawfully continued,

Conditions Precedent to the Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the Transaction transactions contemplated by this Agreement shall be 50 subject to the satisfaction or waiver in writing by the Purchaser of all in its sole discretion at or prior to the Closing Date of the following conditionsadditional conditions precedent: (a) The Seller the representations and warranties of Radio Unica contained in this Agreement shall have in all material respects (except those agreements, covenants and conditions qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct as of the date hereof and as of the Closing Date as if made on the Closing Date (except for representations and warranties that relate to a specified date which shall be true and correct as of such specified date) without giving effect to any qualifications regarding materiality or Material Adverse Effect set forth therein with only such exceptions as, individually or in all such respects) performed the aggregate, do not constitute and complied with all agreements, obligations, covenants and conditions required by this Agreement would not be reasonably expected to be performed constitute a Material Adverse Effect on Radio Unica or complied with by on the Seller at or prior to the ClosingPurchased Assets; (b) The representations Radio Unica and warranties of the each Seller set out in Article 3 shall be true and accurate and the representations and warranties set out in Article 4 shall be true and accurate have performed in all material respects (except those representations its covenants and warranties qualified obligations under this Agreement required to be performed by “materiality,” “Material Adverse Change/Effect” it at or words of similar meaning, which must be true and correct in all such respects) as of prior to the Closing Date; (c) Since the date hereofPurchaser shall have received a certificate, there shall not in form and substance to the reasonable satisfaction of the Purchaser, dated as of the Closing Date, executed on behalf of Radio Unica and the Sellers by an authorized executive officer of Radio Unica, certifying in such detail as the Purchaser may reasonably request, that the conditions in Sections 9.3(a) and 9.3(b) have occurred any Material Adverse Changebeen fulfilled; (d) Chairman Hong shall have delivered a resignation, waiver and release letter signed by each of the Resigning Officers and Directors in the form attached hereto as Exhibit A together with any other documents necessary to complete registration of their resignation; (e) The Purchaser, the Seller Radio Unica and the Escrow Agent shall have entered into the Escrow Agreement in accordance with Article 2.3; (f) The Seller Sellers shall have delivered to the Purchaser a document evidencing convening duly executed assignment and assumption agreements for the Assigned Contracts, together with all third party consents required pursuant to applicable Law or the terms thereof in order to effect such assignment to the Purchaser or its Designees, in form and substance reasonably satisfactory to the Purchaser other than assignments or consents the failure of a shareholders’ meeting which to obtain would not, individually or in the aggregate, materially impair the ability of the Company Purchaser to conduct the Business after the Closing; (e) Radio Unica and the Sellers shall have delivered to the Purchaser the other deliverables required to be made by them pursuant to Section 4.2(a) hereof; (f) all third party consents, waivers and approvals for the appointment items listed on SCHEDULE 9.3(f) shall have been received; (g) the Purchaser has received the Title Policies and Surveys; (h) no event or circumstance has occurred since the date of this Agreement that constitutes or would reasonably be expected to constitute a Material Adverse Effect on the Purchased Assets; (i) no action, suit or proceeding (including any proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. Section 157(b) and (c)) shall be pending by any Governmental Entity that, if adversely determined, would constitute or reasonably be expected to constitute a Material Adverse Effect on the Purchased Assets; (j) the Purchaser shall have received the proceeds of the persons designated by Financing; and 51 (k) the Purchaser as directors FCC Consent shall have been granted and the statutory auditor of the Company as of the Closing Date and approval of the amendment to the articles of incorporation of the Company in the form attached hereto as Exhibit B.shall be a Final Order.