Common use of Conditions Precedent to the Obligations of FOUR STAR HOLDINGS Clause in Contracts

Conditions Precedent to the Obligations of FOUR STAR HOLDINGS. All obligations of FOUR STAR HOLDINGS under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (anyone of which may be waived at Closing by FOUR STAR HOLDINGS): (a) The representations and warranties by RIDGEFIELD DEVELOPMENT CORPORATION contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time; (b) RIDGEFIELD DEVELOPMENT CORPORATION and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing; (c) On the Closing Date, one of the RIDGEFIELD DEVELOPMENT CORPORATION Managing Members shall have delivered to FOUR STAR HOLDINGS a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and warranties of RIDGEFIELD DEVELOPMENT CORPORATION set forth in this Agreement are true and correct in all material respects. (d) The holders of a majority of the issued and outstanding Common stock of RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall have approved, ratified and confirmed this Agreement, the Stock Exchange and all of the transactions contemplated hereby, all in accordance with applicable Alabama law.

Conditions Precedent to the Obligations of FOUR STAR HOLDINGS. All obligations of FOUR STAR HOLDINGS under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (anyone of which may be waived at Closing by FOUR STAR HOLDINGS): (a) The representations and warranties by RIDGEFIELD DEVELOPMENT CORPORATION FOUR STAR REALTY contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time; (b) RIDGEFIELD DEVELOPMENT CORPORATION FOUR STAR REALTY and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders FOUR STAR REALTY Membership Holders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing; (c) On the Closing Date, one of the RIDGEFIELD DEVELOPMENT CORPORATION FOUR STAR REALTY Managing Members shall have delivered to FOUR STAR HOLDINGS a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and warranties of RIDGEFIELD DEVELOPMENT CORPORATION FOUR STAR REALTY set forth in this Agreement are true and correct in all material respects. (d) The holders of a majority of the issued and outstanding Common stock Member Interests of RIDGEFIELD DEVELOPMENT CORPORATION Common stock FOUR STAR REALTY Membership Interests shall have approved, ratified and confirmed this Agreement, the Stock Exchange and all of the transactions contemplated hereby, all in accordance with applicable Alabama law.