Common use of Conditions to Closing Obligations of TransWestern Clause in Contracts

Conditions to Closing Obligations of TransWestern. The obligation of TransWestern to consummate the transactions contemplated hereby is subject to satisfaction at or prior to the Closing Date of the following conditions: (i) Seller's and Shareholder's representations and warranties set forth in Section 3.1 shall be true and correct, in each case at and as of the Closing Date, as though the Closing Date were substituted for the date hereof throughout such representations and warranties, except for representations and warranties that are made by their terms as of a specified date, which shall be true and correct as of a specified date and except for changes contemplated by this Agreement. (ii) Each of Seller and Shareholder shall have performed and complied with all of their respective covenants and agreements set forth in this Agreement through the Closing Date. (iii) All governmental or third party filings, licenses, consents, authorizations, waivers and approvals (including, without limitation, any consent or approval that may be required from TransWestern's lenders) that are required to be made or obtained for the transfer to TransWestern of the Purchased Assets will have been duly made and obtained without conditions or requirements that are materially adverse to TransWestern. (iv) As of the Closing Date, no suit, action or proceeding before any court or quasi-judicial or administrative agency shall be pending or threatened wherein any adverse judgment, decree, order or injunction would (i) prevent the consummation of the transactions contemplated by this Agreement, (ii) cause any of such transactions to be rescinded following consummation of the transactions contemplated by this Agreement, (iii) materially and adversely affect the right of TransWestern to operate or control the Directories or (iv) result in a Material Adverse Effect (and no such judgment, decree, order or injunction shall be in effect). (v) Seller shall have delivered to TransWestern a certificate signed by an officer of Seller to the effect that each of the conditions specified above in subsections (a)(i)-(vii), inclusive, are satisfied in all respects. (vi) The Mast Principal shall have entered into a non-compete agreement in form and substance satisfactory to TransWestern. (vii) TransWestern shall have received from Camp▇▇▇▇ ▇▇▇▇▇▇ & ▇anl▇▇, ▇▇unsel to Seller and Shareholder, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to TransWestern and dated as of the Closing Date; and (viii) On or prior to the Closing Date, Seller will have delivered to TransWestern each of the following: (A) copies of all governmental licenses, consents, authorizations, accreditations, waivers and approvals and of all consents, waivers and approvals by third parties that are required to be obtained pursuant to subsection (iii) above; (B) a short-form good standing certificate of each of Seller and Shareholder issued by the Secretary of State of the State of Delaware and Georgia, respectively, each dated as of a date within ten (10) days prior to the Closing Date; (C) the certificate of incorporation of Seller, certified as of a date within ten (10) days prior to the Closing Date by the Secretary of State of Delaware, the articles of incorporation of Shareholder, certified as of a date within ten (10) days prior to the Closing Date by the Secretary of State of Georgia, and bylaws of each of Seller and Shareholder certified by its Secretary; and (D) copies of all of the invoices or other documentation satisfactory to TransWestern of all direct sales costs associated with each of the Prior Editions and the Future Editions, (ii) a copy of the licensing agreement entered into by Seller for the licensing of white pages in connection with publication of each of the Future Editions and the 1998 Monroe Directory, (iii) copies of printing quotes obtained in connection with publication of each of the Future Editions and the 1998 Monroe Directory, and (iv) the Pro Forma.

Conditions to Closing Obligations of TransWestern. The obligation of TransWestern to consummate the transactions contemplated hereby is subject to satisfaction at or prior to the Closing Date of the following conditions: (i) Seller's the sale of the Purchased Assets by Seller to TransWestern as contemplated by this Agreement shall have been approved by the Bankruptcy Court pursuant to the Approval Order, which shall have been entered not less than ten (10) calendar days prior to (and Shareholder's representations and warranties set forth in Section 3.1 shall be true and correctnot including) the Closing Date and, in each case at and as of the Closing Date, as though all applicable periods for appeal or rehearing shall have expired and no notice of appeal or request for rehearing shall have been entered and such order shall be in full force and effect, and not stayed, modified, vacated, amended or revoked, and final for all purposes hereof; provided that, notwithstanding the foregoing, in the event the Approval Order also includes the Good Faith Ruling, said Approval Order shall have been entered at least prior to the Closing Date were substituted for the date hereof throughout hereof, and such representations and warranties, except for representations and warranties that are made by their terms as of a specified date, which order shall be true in full force and correct as of a specified date effect, and except not stayed, modified, vacated, amended or revoked, and final for changes contemplated by this Agreement.all purposes hereof; (ii) Each the assignment by Seller of Seller the Assigned Contracts and Shareholder Purchased Assets to TransWestern as contemplated by this Agreement shall have performed been approved by the Bankruptcy Court pursuant to the Assignment Order which shall have been entered not less than ten (10) calendar days prior to (and complied with all of their respective covenants and agreements set forth in this Agreement through not including) the Closing Date. (iii) All governmental or third party filingsDate and, licenses, consents, authorizations, waivers and approvals (including, without limitation, any consent or approval that may be required from TransWestern's lenders) that are required to be made or obtained for the transfer to TransWestern of the Purchased Assets will have been duly made and obtained without conditions or requirements that are materially adverse to TransWestern. (iv) As as of the Closing Date, no suit, action all applicable periods for appeal or proceeding before any court or quasi-judicial or administrative agency rehearing shall be pending or threatened wherein any adverse judgment, decree, order or injunction would (i) prevent the consummation of the transactions contemplated by this Agreement, (ii) cause any of such transactions to be rescinded following consummation of the transactions contemplated by this Agreement, (iii) materially and adversely affect the right of TransWestern to operate or control the Directories or (iv) result in a Material Adverse Effect (have expired and no notice of appeal or request for rehearing shall have been entered and such judgment, decree, order or injunction shall be in effect). (v) Seller shall have delivered to TransWestern a certificate signed by an officer of Seller to the full force and effect that each of the conditions specified above in subsections (a)(i)-(vii)and not stayed, inclusivemodified, are satisfied in all respects. (vi) The Mast Principal shall have entered into a non-compete agreement in form and substance satisfactory to TransWestern. (vii) TransWestern shall have received from Camp▇▇▇▇ ▇▇▇▇▇▇ & ▇anl▇▇vacated, ▇▇unsel to Seller and Shareholder, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to TransWestern and dated as of the Closing Date; and (viii) On amended or prior to the Closing Date, Seller will have delivered to TransWestern each of the following: (A) copies of all governmental licenses, consents, authorizations, accreditations, waivers and approvals and of all consents, waivers and approvals by third parties that are required to be obtained pursuant to subsection (iii) above; (B) a short-form good standing certificate of each of Seller and Shareholder issued by the Secretary of State of the State of Delaware and Georgia, respectively, each dated as of a date within ten (10) days prior to the Closing Date; (C) the certificate of incorporation of Seller, certified as of a date within ten (10) days prior to the Closing Date by the Secretary of State of Delaware, the articles of incorporation of Shareholder, certified as of a date within ten (10) days prior to the Closing Date by the Secretary of State of Georgiarevoked, and bylaws of each of Seller and Shareholder certified by its Secretaryfinal for all purposes hereof; and (D) copies of all of provided that, notwithstanding the invoices or other documentation satisfactory to TransWestern of all direct sales costs associated with each of foregoing, in the Prior Editions and the Future Editions, (ii) a copy of the licensing agreement entered into by Seller for the licensing of white pages in connection with publication of each of the Future Editions and the 1998 Monroe Directory, (iii) copies of printing quotes obtained in connection with publication of each of the Future Editions and the 1998 Monroe Directory, and (iv) the Pro Forma.event

Conditions to Closing Obligations of TransWestern. The obligation of TransWestern to consummate the transactions contemplated hereby is subject to satisfaction at or prior to the Closing Date of the following conditions: (i) Seller's and Shareholder's representations and warranties set forth in Section 3.1 shall be true and correct, in each case at and as of the Closing Date, as though the Closing Date were substituted for the date hereof throughout such representations and warrantieswarranties (without giving effect to any disclosures made after the date hereof pursuant to Section 3.1(u), except for representations and warranties that are made by their terms as of a specified date, which shall be true and correct as of a specified date and except for changes contemplated by this Agreement. (ii) Each of Seller and Shareholder shall have performed and complied with all of their respective covenants and agreements set forth in this Agreement through the Closing Date. (iii) All governmental or third party filings, licenses, consents, authorizationsauthoriza tions, waivers and approvals (including, without limitation, any consent or approval that may be required from TransWestern's lenders) that are required to be made or obtained for the transfer to TransWestern of the Purchased Assets will have been duly made and obtained without conditions or requirements that are materially adverse to TransWestern. (iv) As of the Closing Date, no suit, action or proceeding before any court or quasi-judicial or administrative agency shall be pending or threatened wherein any adverse judgment, decree, order or injunction would (i) prevent the consummation of the transactions contemplated by this Agreement, (ii) cause any of such transactions to be rescinded following consummation of the transactions contemplated by this Agreement, (iii) materially and adversely affect the right of TransWestern to operate or control the Directories or (iv) result in a Material Adverse Effect (and no such judgment, decree, order or injunction shall be in effect). (v) There shall have occurred no Material Adverse Effect since December 31, 1997. (vi) The key employees identified by TransWestern prior to Closing shall have agreed to be employed after the Closing and to continue to perform the services and provide the management performed and provided by such persons prior to the Closing on behalf of Seller, and such other duties as may be assigned by the President of TransWestern or his designees (vii) Seller shall have delivered to TransWestern a certificate signed by an officer of Seller to the effect that each of the conditions specified above in subsections (a)(i)-(viia)(i)-(vi), inclusive, are satisfied in all respects. (viviii) The Mast Principal shall Joel ▇▇▇▇▇▇ ▇▇▇ll have entered into a non-compete agreement in form and substance satisfactory to TransWesternTransWestern and such agreement shall not have been amended or modified and shall be in full force and effect. (viiix) TransWestern shall have received from Camp▇▇▇▇ ▇▇▇▇▇Leac▇ & ▇anl▇▇mes, ▇▇unsel P.C., counsel to Seller and Shareholder, an opinion with respect to the matters set forth in Exhibit D C attached hereto, addressed to TransWestern and dated as of the Closing Date; and (viiix) On or prior to the Closing Date, Seller will have delivered to TransWestern each of the following: (A) copies of all governmental licenses, consents, authorizations, accreditations, waivers and approvals and of all consents, waivers and approvals by third parties that are required to be obtained pursuant to subsection (iii) above; (B) a short-form good standing certificate of each of Seller and Shareholder issued by the Secretary of State of the State of Delaware and GeorgiaTexas, respectively, each dated as of a date within ten (1015) days prior to the Closing Date; (C) the certificate of incorporation of Seller, certified as of a date within ten (1015) days prior to the Closing Date by the Secretary of State of Delaware, the articles of incorporation of Shareholder, certified as of a date within ten (10) days prior to the Closing Date by the Secretary of State of GeorgiaTexas, and bylaws of each of Seller and Shareholder certified by its Secretary; and (D) copies of all of the invoices or other documentation satisfactory to TransWestern of all direct sales costs associated with each of the Prior Editions and the Future Editions, (ii) a copy of the licensing agreement entered into by Seller for the licensing of white pages in connection with publication of each of the Future Editions and the 1998 Monroe DirectoryEditions, (iii) copies of printing quotes obtained in connection with publication of each of the Future Editions and the 1998 Monroe Directory, and (iv) the Pro Forma. (xi) TransWestern shall have completed to its satisfaction a business, legal, environmental and financial due diligence review of Seller, the Directories and the Purchased Assets.

Conditions to Closing Obligations of TransWestern. The obligation of TransWestern to consummate the transactions contemplated hereby is subject to satisfaction at or prior to the Closing Date of the following conditions: (i) Seller's and Shareholder's Sellers' representations and warranties set forth in Section 3.1 shall be true and correctcorrect in all material respects, in each case at and as of the Closing Date, as though the Closing Date were substituted for the date hereof throughout such representations and warrantieswarranties (without giving effect to any disclosures made after the date hereof pursuant to Section 3.1(u)), except for representations and warranties that are made by their terms as of a specified date, which shall be true and correct as of a specified date and except for changes contemplated by this Agreement. (ii) Each of Seller and Shareholder Sellers shall have performed and complied in all material respects with all of their respective covenants and agreements set forth in this Agreement through the Closing Date. (iii) All governmental or third party filings, licenses, consents, authorizations, waivers and approvals (including, without limitation, any consent or approval that may be required from TransWestern's lenders) that are required to be made or obtained for the transfer to TransWestern of the Purchased Assets will have been duly made and obtained without conditions or requirements that are materially adverse to TransWestern. (iv) As of the Closing Date, no suit, action or proceeding before any court or quasi-judicial or administrative agency shall be pending or threatened wherein any adverse judgment, decree, order or injunction would (i) prevent the consummation of the transactions contemplated by this Agreement, (ii) cause any of such transactions to be rescinded following consummation of the transactions contemplated by this Agreement, (iii) materially and adversely affect the right of TransWestern to operate or control the Directories or (iv) result in a Material Adverse Effect (and no such judgment, decree, order or injunction shall be in effect). (v) Seller There shall have occurred no Material Adverse Effect since September 30, 1998. (vi) Sellers shall have delivered to TransWestern a certificate signed by an officer officers of Seller Sellers to the effect that each of the conditions specified above in subsections (a)(i)-(vii), inclusive, are satisfied in all respects. (vivii) The Mast Principal A.P. ▇▇▇▇, ▇▇I, Phil▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Phil ▇. ▇▇▇▇▇▇, III shall have entered into a non-compete agreement agreements in form and substance satisfactory to TransWesternTransWestern and such agreements shall not have been amended or modified and shall be in full force and effect. (viiviii) TransWestern shall have received from CampCurt▇▇▇▇ , ▇▇▇▇▇▇ & ▇anl▇▇homson, ▇▇unsel P.C., counsel to Seller and ShareholderSellers, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to TransWestern and dated as of the Closing Date; and (viiiix) On or prior to the Closing Date, Seller Sellers will have delivered delivered, or made available, to TransWestern each of the following: (A) copies of all governmental licenses, consents, authorizations, accreditations, waivers and approvals and of all consents, waivers and approvals by third parties that are required to be obtained pursuant to subsection (iii) above; (B) a short-form good standing certificate of certificates for each of Seller and Shareholder issued by the Secretary Corporation, Securities and Land Development Bureau, Department of State Consumer and Industry Services of the State of Delaware and Georgia, respectivelyMichigan, each dated as of a date within ten (10) days prior to the Closing Date; (C) the certificate certificates of incorporation of each Seller, certified as of a date within ten (10) days prior to the Closing Date by the Secretary Corporation, Securities and Land Development Bureau, Department of State Consumer and Industry Services of Delaware, the articles of incorporation of Shareholder, certified as of a date within ten (10) days prior to the Closing Date by the Secretary of State of GeorgiaMichigan, and bylaws of each of Seller and Shareholder certified by its each Seller's respective Secretary; and (D) copies of all of the invoices or other documentation satisfactory to TransWestern of all direct sales costs Pre-Paid Direct Cost and Pre-Paid Deferred Costs associated with each of the Prior Editions and the Future Editions, (ii) a copy of the licensing agreement entered into by Seller Sellers for the licensing of white pages in connection with publication of each of the Future Editions and the 1998 Monroe DirectoryEditions, (iii) copies of printing quotes obtained in connection with publication of each of the Future Editions and the 1998 Monroe DirectoryEditions, if available and (iv) the Pro Forma. (x) TransWestern shall have completed to its satisfaction a business, legal, environmental and financial due diligence review of Sellers, the Directories and the Purchased Assets.