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

Conditions Precedent to the Obligations of the Seller. All obligations of the Seller under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: (a) The representations and warranties by or on behalf of PNG contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time. (b) PNG shall have performed and complied 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 with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this Agreement. (c) On the Closing Date, an executive officer of PNG shall have delivered to the Seller 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 PNG set forth in this Agreement are true and correct. (d) On or before the Closing, the Board of Directors of PNG shall have approved, in accordance with Nevada Revised Statutes, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreement. (e) At the Closing, all instruments and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for the Seller. (f) The Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All obligations of the Seller under this Agreement are subject to the fulfillment, prior to or as of the Closing and/or the Effective Date, as indicated below, of each of the following conditions; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: (a) The representations and warranties by or on behalf of PNG the Company and the Purchaser contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof shall be true in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such time. (b) PNG All parties shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth inherein, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this Agreement. (c) On or before the Closing DateClosing, an executive officer the board of PNG directors of the Purchaser, the Seller and the Company shall have delivered to approved in accordance with applicable corporation law the Seller a certificate, duly executed by such Person execution and certifying that to the best delivery of such Person’s knowledge and belief, the representations and warranties of PNG set forth in this Agreement are true and correctthe consummation of the transactions contemplated herein. (d) On or before the ClosingClosing Date, the Board of Directors of PNG all parties shall have approved, in accordance with Nevada Revised Statutes, delivered certified copies of resolutions of the board of directors and shareholders of the respective companies approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized authorizing all of the necessary and proper action to enable PNG the parties to comply with the terms of this Agreement including the Agreementelection of the Company's nominees to the board of directors of the Purchaser and all matters outlined herein. (e) At the Closing, The parties stockholders shall have duly approved all instruments and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for the Sellerapplicable matters described in this Agreement in accordance with applicable law. (f) At Closing, the sole existing officer and director of the Purchaser shall have resigned in writing from all positions as director and officer of the Purchaser upon the election and appointment of the Company's nominees. (g) The Exchange Purchase Shares to be issued to the Seller at Closing will be duly authorized, validly issued, fully nonassessable and fully-paid and non-assessable under the Nevada General Corporation Law applicable corporation law and will be issued in a non-public nonpublic offering and exempt merger isolated transaction in compliance with all federal federal, state and state applicable securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All obligations of the Seller under this Agreement are subject to the fulfillment, prior to or as of at the Closing Date, as indicated below, of each of the following conditions; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: (a) The Seller shall not have discovered an;y material error, misstatement or omission in the representations and warranties made by or on behalf of PNG the Buyer hereinabove. (b) The Buyer's representations and warranties contained in this Agreement or in any certificate or document delivered by PNG pursuant shall be deemed to have been made again at and as of the provisions hereof time of the Closing and shall then be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time. (b) PNG respects; the Buyer shall have performed and complied in all material respects, with all covenants, agreements, agreements and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all ; and the Seller shall have been furnished with a certificate of one of the covenants and agreements Buyer's Vice Presidents or its Comptroller, dated the Closing Date, certifying in such detail as the Seller may request to the fulfillment of PNG to Seller set forth in Section 5.6 of this Agreementthe foregoing conditions. (c) On The acquisition by the Closing DateBuyer of the Seller's assets, an executive officer of PNG shall have delivered to the Seller a certificate, duly executed by such Person business and certifying that to the best of such Person’s knowledge and belief, the representations and warranties of PNG set forth good will as provided in this Agreement are true and correct. (d) On or before the Closing, the Board of Directors of PNG shall have approvedbeen approved at a meeting of the Buyer's stockholders by affirmative votes constituting a majority of the votes entitled to be cast by the holders of the Buyer's stock, in accordance with Nevada Revised Statutespreferred and common, the executionpresent or represented at such meeting and entitled to vote thereat, delivery and performance of this Agreement and the consummation of increase in the transaction Buyer's authorized common stock contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreement. (e) At the Closing, all instruments and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for the Seller. (f) The Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued to been approved at said meeting by the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all holders of at least two-thirds in interest of each class of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirementsshares, preferred and common, present and voting at such meeting. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All obligations of The Seller's obligation to consummate the Seller sale under this Agreement are agreement is subject to the fulfillment, at or prior to or as of the Closing Date, as indicated belowclosing, of each of the following conditions; conditions (any one of which may be waived at Closing in writing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: Seller): (a) The all representations and warranties by or on behalf of PNG contained in the Buyer under this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof agreement shall be true in all material respects at and as of Closing Date the time of the closing with the same effect as though such those representations and warranties were had been made at and as of that time, with such time.exceptions as do not in the aggregate have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this agreement; (b) PNG the Buyer shall have performed and complied in all material respects, respects with all covenantsobligations, agreements, covenants and conditions set forth in, and shall have executed and delivered all documents required by this Agreement agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this Agreement. closing; (c) On the Commission shall have given all requisite approvals and consents, without any condition or qualification materially adverse to the Seller, to the assignment of the FCC Licenses to the Buyer and the acquisition or control of the Stations by the Buyer as provided in this agreement and such approvals shall have become a Final Order; (d) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this agreement shall have expired or been terminated; (e) there shall not be in effect an injunction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by this agreement; and (f) the Seller shall have been furnished with a certificate of an officer of the Buyer, dated the Closing Date, an executive officer of PNG shall have delivered in form and substance satisfactory to the Seller a certificateSeller, duly executed by such Person and certifying that to the best fulfillment of such Person’s knowledge and belief, the representations and warranties of PNG conditions set forth in this Agreement are true sections 7.2(a) and correct. (b). 8. Transactions at the Closing. --------------------------- 8.1 Documents to be Delivered by the Seller. At the closing, the Seller shall deliver to the Buyer the following: (a) such bills of sale, assignments or other instruments of transfer and assignment, all in form and substance reasonably satisfactory to Buyer and its counsel, as shall be effective to vest in Buyer title to the Assets in accordance with section 4.4; (b) an opinion of Proskauer Rose LLP, counsel to the Seller, dated the Closing Date, in substantially the form of exhibit 8.1(b); (c) an opinion of Wiley, Rein & Fielding, Commission counsel to the Seller, dated the Closing Date, in substantially the form of exhibit 8.1(c); (d) On or before the Closing, the Board of Directors of PNG shall have approved, certificate referred to in accordance with Nevada Revised Statutes, the execution, delivery section 7.1(g); and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreement. (e) At the Closing, copies of all instruments consents and documents delivered to the Seller approvals received pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for the Sellersection 6.5. (f) The Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All The obligations of the Seller under to carry out the transactions contemplated by this Agreement are subject to the fulfillment, fulfillment (or waiver in writing by Seller) on or prior to or as of the Closing Date, as indicated below, of each of the following conditions; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: (a) The representations Seller and warranties by or on behalf of PNG contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof Buyer shall be true in have received all material respects at Regulatory Approvals and as of Closing Date as though such representations Seller and warranties were made at and as Buyer shall have complied fully with all reasonable conditions of such timeapprovals which can be complied with, at, or prior to, the Closing Date. (b) PNG The representations and warranties of Buyer shall be true and correct in all material respects on the Closing Date and Buyer shall not have breached any of its covenants under this Agreement and shall have performed and complied in all material respects, 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 with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of PNG to Seller set forth in Section 5.6 of its obligations under this Agreement. The Chief Executive Officer and Chief Financial Officer of Buyer shall deliver a certificate on the Closing Date to such effect. (c) On the Closing Date, an executive officer No court or governmental or regulatory authority of PNG competent jurisdiction shall have delivered to enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of any of the Seller a certificate, duly executed transactions contemplated by such Person and certifying that to the best of such Person’s knowledge and belief, the representations and warranties of PNG set forth in this Agreement are true and correctAgreement. (d) On or before the Closing, the Board of Directors of PNG Buyer shall have approved, executed the Assignment and Assumption Agreement in accordance with Nevada Revised Statutes, substantially the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreementform set forth in Exhibit G hereto. (e) At Seller shall have received the Closing, all instruments and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal opinion of counsel for the SellerBuyer in satisfactory form substantially as set forth in Exhibit J hereto. (f) The Exchange Shares will be Seller shall have received a certificate signed by a duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with authorized officer of Buyer stating that all federal and state securities laws, bearing a restrictive legend, as is more fully conditions set forth hereinin this Article XI have been fulfilled. (g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All obligations of the Seller under this Agreement are subject to the fulfillment, prior to or as at of the Closing and/or the Effective Date, as indicated below, of each of the following conditions; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: (a) The representations and warranties by or on behalf of PNG regarding CAHR contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof shall be true in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such time. (b) PNG CAHR shall have performed and complied complied, in all material respects, with all covenants, agreements, agreements and conditions set forth inherein, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this Agreement. (c) On the Closing Date, an executive officer of PNG shall have delivered to the Seller 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 PNG set forth in this Agreement are true and correct. (d) On or before the Closing, the Board of Directors of PNG CAHR shall have approved, approved in accordance with Nevada Revised Statutesapplicable corporation law the execution and delivery of this Agreement and the consummation of the transactions described herein. (d) On or before the Closing Date, CAHR shall have delivered certified copies of resolutions of the Board of Directors of CAHR approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized me authorizing all of the necessary and proper action to enable PNG CAHR to comply with the terms of this Agreement including the Agreementelection of Seller's nominees to the Board of Director of CAHR and all matters outlined herein. (e) The holders of a majority of CAHR's issued and outstanding common stock shall have duly approved all applicable matters described in this Agreement in accordance with applicable law. (f) At the Closing, all instruments and documents delivered to the Seller pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Seller. (f) The Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements. (h) PNG The CAHR Shares to be issued to the Seller at Closing will be validly issued non-assessable and fully-paid under applicable corporation law and will he issued in compliance with all federal, state and applicable securities laws. (i) At the Closing, CAHR shall have delivered to the Seller an opinion of its counsel dated as of the Closing to the effect that (i) CAHR is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation; (ii) CAHR and its shareholders have authorized the execution, delivery and performance of this Agreement by all other documentsnecessary corporate action, certificatesand subject to certain limitations relating to bankruptcy, instruments insolvency, reorganization, fraudulent conveyance or writings reasonably requested by similar laws, rules and regulations affecting enforcement of creditors' rights and remedies generally, the Seller Agreement is a valid and binding obligation of CAHR enforceable in connection herewithaccordance with its terms. (iii) The CAHR Shares to be issued pursuant to Section 2 hereof, when issued, will be duly and validly issued, fully-paid and non-assessable; (iv) CAHR has the corporate power to execute, deliver and perform all of its obligations under this Agreement.

Conditions Precedent to the Obligations of the Seller. All obligations of the Seller under this Agreement are subject to the fulfillment, at or prior to or as of the Closing Date, as indicated below, of each of the following conditions; any one of , which conditions may be waived at Closing only by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the partiesBuyer: (a) The representations and warranties by or on behalf of PNG the Buyer herein contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof shall be true in all material respects at and correct as of Closing Date as though such representations and warranties were made at and as of such timethe date hereof. (b) PNG The Buyer shall have performed and complied 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 with or executed all the obligations, agreements and delivered covenants of the Buyer herein contained to be performed by it prior to or at the Closing, including, without limitation, all as of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this AgreementClosing Date. (c) On the Closing Date, an executive officer of PNG The Seller shall have delivered received a certificate of the Buyer as to the Seller a certificate, duly executed by such Person compliance with paragraphs (a) and certifying that to the best (b) of such Person’s knowledge and belief, the representations and warranties of PNG set forth in this Agreement are true and correctSection 10. (d) On No action, suit or proceeding by or before the Closing, the Board of Directors of PNG any court or any governmental or regulatory authority shall have approvedbeen commenced or threatened, and no investigation by any governmental or regulatory authority shall have been commenced or threatened, seeking to restrain, prevent or change the transactions contemplated hereby or seeking judgments against the Seller or the Buyer awarding substantial damages in accordance with Nevada Revised Statutes, the execution, delivery and performance of this Agreement and the consummation respect of the transaction transactions contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreementhereby. (e) At the Closing, all instruments and documents delivered All deliveries required to be made under this Agreement to the Seller pursuant to provisions hereof at or before the Closing Date shall be reasonably satisfactory to legal counsel for have been received by the Seller. (f) The Exchange Shares will Purchase Price for the acquisition of the Technology shall be duly authorizedthe sum One Million Three Hundred and Fifty Dollars ($1,350,000 USD) which purchase price shall be paid by the Buyer’s parent company, validly issueda Nevada corporation, through the issuance to the Seller, Three Million (3,000,000) common shares of the Buyer, at a deemed price of $0.45 per share, which shares shall be deemed fully paid and non-assessable under and shall bear a restrictive legend endorsed upon the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state shares restricting the transfer or selling of the shares for such hold period as required by the applicable securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued . The delivery of the shares to the Seller shall be done concurrently at the PNG Common Stock comprising the Exchange Shares, provided that any or all date of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirementsclosing. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All obligations of The Seller's obligation to consummate the Seller sale under this Agreement are agreement is subject to the fulfillment, at or prior to or as of the Closing Date, as indicated belowclosing, of each of the following conditions; conditions (any one of which may be waived at Closing in writing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: Seller): (a) The all representations and warranties by or on behalf of PNG contained in the Buyer under this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof agreement shall be true in all material respects at and as of Closing Date the time of the closing with the same effect as though such those representations and warranties were had been made at and as of that time, with such time. exceptions as do not in the aggregate have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this agreement; (b) PNG the Buyer shall have performed and complied in all material respects, respects with all covenantsobligations, agreements, covenants and conditions set forth in, and shall have executed and delivered all documents required by this Agreement agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, includingclosing; (c) the Commission shall have given all requisite approvals and consents, without limitationany condition or qualification materially adverse to the Seller, to the assignment of the FCC Licenses to the Buyer and the acquisition of control of the Stations and BMS by the Buyer as provided in this agreement, and such approvals shall have become a Final Order; (d) the lenders under the Note Agreement shall have released their lien on substantially all of the covenants Assets; (e) there shall not be in effect an in junction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by this agreement; and agreements (f) the Seller shall have been furnished with a certificate of PNG to Seller set forth in Section 5.6 an officer of this Agreement. (c) On the Buyer, dated the Closing Date, an executive officer of PNG shall have delivered in form and substance reasonably satisfactory to the Seller a certificateSeller, duly executed by such Person and certifying that to the best fulfillment of such Person’s knowledge and belief, the representations and warranties of PNG conditions set forth in this Agreement are true sections 7.2(a) and correct(b). (d) On or before the Closing, the Board of Directors of PNG shall have approved, in accordance with Nevada Revised Statutes, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreement. (e) At the Closing, all instruments and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for the Seller. (f) The Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully set forth herein. (g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements. (h) PNG shall have delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewith.

Conditions Precedent to the Obligations of the Seller. All obligations The obligation of the Seller under to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, satisfaction (or waiver by the Seller in the Seller’s sole discretion) at or prior to or the Closing Date of each of the following conditions: (a) Except as set forth in Section 7.2(b), each of the representations and warranties of the Buyer contained herein shall be true and correct in all material respects on and as of the Effective Date and on and as of the Closing Date, as indicated below, of each of with the following conditions; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties: (a) The representations same force and warranties by or on behalf of PNG contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date effect as though such representations and warranties were had been made at on and as of such timedate, except to the extent that any such representation or warranty is expressly made as of a specified date, in which case the accuracy of such representation or warranty shall be determined as of such specified date. (b) PNG Each of the representations and warranties contained in Sections 5.1, 5.2 and 5.9 shall have performed be true and complied correct in all material respectsrespects on and as of the Effective Date and on and as of the Closing Date, with all covenants, agreements, the same force and conditions set forth in, effect as though such representations and shall have executed warranties had been made on and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all as of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this Agreementsuch date. (c) On The Buyer shall have performed in all material respects all obligations and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date, an executive officer of PNG shall have delivered to the Seller 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 PNG set forth in this Agreement are true and correct. (d) On or before the Closing, the Board of Directors of PNG The Seller shall have approvedreceived a certificate, in accordance with Nevada Revised Statutesdated the Closing Date, the execution, delivery and performance of this Agreement and the consummation an executive officer of the transaction contemplated herein Buyer to the effect that the conditions specified in Sections 7.2(a), 7.2(b), and authorized all of 7.2(c) as to the necessary and proper action to enable PNG to comply with the terms of the AgreementBuyer above have been fulfilled. (e) At the Closing, all instruments (i) The approvals of Governmental Entities set forth on Schedule 7.1(e) shall have been obtained and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for in full force and effect and shall be final and non-appealable and (ii) there shall be no Law or Order that restrains or prevents the Sellertransactions contemplated by this Agreement. (f) The Exchange Shares will be duly authorizedBuyer Consents, validly issued, fully paid Seller Consents and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully Necessary Consents set forth hereinon Schedule 7.1(f) shall be in full force and effect. (g) PNG The Bankruptcy Court shall have issued entered the Sale Order with no amendment, supplement or modification adverse to the Seller in any material respects (as determined by the PNG Common Stock comprising Seller in its reasonable discretion), the Exchange Shares, provided that any Sale Order shall have become a Final Order and a plan of reorganization or all of such shares may be held back in escrow liquidation for the Seller pending satisfaction shall have been confirmed by entry of any post closing delivery requirementsa Confirmation Order. (h) PNG The conditions to closing under the Transfer Agreement shall have been satisfied and the Closing shall have occurred, in each case without any materially adverse waiver, amendment or modification of the Transfer Agreement. (i) The Buyer shall have delivered the replacement Credit Support Arrangements as contemplated by Section 6.10. (j) The Buyer shall have paid to Central Xxxxxx Gas and Electric Corporation $150,000.00 on behalf of DNE pursuant to Section 5 of the Settlement and Release Agreement, dated October 24, 0000, xxxxxxx XXX, Xxxxxx Power, L.L.C., Seller, Dynegy Danskammer, L.L.C. and Central Xxxxxx Gas and Electric Corporation, and evidence thereof shall have been delivered to the Seller all other documents, certificates, instruments or writings reasonably requested by the Seller in connection herewithSeller.