Common use of Conditions to Obligation of Buyers Clause in Contracts

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, including without limitation, those obligations set forth in Section 5.03(a)(i); (ii) the representations and warranties of each Seller contained in this Agreement and in any certificate or other writing delivered by each Seller pursuant hereto shall be true at and as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect” were deleted therefrom), as if made at and as of such date, with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect; and (iii) Buyers shall have received a certificate signed by an officer of each Seller with respect to such Seller to the foregoing effect; (b) Buyers shall have received all documents they may reasonably request from each Seller, the Subsidiary Sellers, and the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to Buyers; and (c) Each Seller shall deliver a certificate, reasonably satisfactory to Buyers, to the effect that no powers of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members of the Administration Committee or any subcommittee thereof remain outstanding.

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction of the following further conditionsconditions as of the Closing Date: (i1) Each Seller the representations and warranties set forth in ARTICLE IV below are true and correct in all material respects, without duplication of any materiality standard therein contained, at and as of the date hereof (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects without duplication of any material standard therein contained as of that date), and shall be true and correct in all material respects, without duplication of any materiality standard contained therein, at and as of the Closing Date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct as of that date) as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, except for changes expressly contemplated by this Agreement or attributable to matters disclosed by Sellers in the Disclosure Schedules which do not have a Material Adverse Effect; (2) the Sellers shall have performed and complied with in all material respects all of its obligations hereunder the covenants and agreements required to be performed by it on them hereunder at or prior to the Closing; (3) no action, suit or proceeding shall be pending before any court, arbitrator or other body or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (4) the Sellers shall have procured all material third party consents to items identified on the Third-Party Consents Schedule attached hereto, and Buyers shall have received copies thereof; (5) all material governmental filings, consents, authorization and approvals that are required for the consummation of the transactions contemplated hereby (all of which items are set forth on the Governmental Consents Schedule attached hereto) shall have been made and obtained, and Buyers shall have received copies thereof; (6) the Sellers shall have delivered to Buyers a certificate in the form set forth in Exhibit A attached hereto, dated the Closing Date, including without limitation, those obligations set forth to the effect that each of the conditions specified above in Section 5.03(a)(i3.01(a) and (b); , inclusive, have been satisfied; (ii7) the representations Sellers shall have delivered to Buyers certified copies of the resolutions duly adopted by the general partner or managing member, as applicable, of such Seller authorizing the execution, delivery and warranties performance of each Seller contained in this Agreement and in any certificate or each of the other writing agreements contemplated hereby; (8) Sellers shall have delivered by each Seller pursuant hereto shall be true at and an opinion, dated as of the Closing Date, (in each caseof Xxxxxxxx & Xxxxx, as such representation or warranty would be read if all qualifications as special counsel to materialitySellers, including each reference with respect to the defined term “Material Adverse Effect” were deleted therefrom), as if made at matters set forth on Exhibit B attached hereto; (9) Fleet Capital shall simultaneously execute the assumption documents in connection with the assumption of the Loan and as of such date, with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect; Security Agreement by Buyers and certain other parties thereto; (iii10) Buyers shall have received assurances from AA reasonably satisfactory to them, that AA will consent to the incorporation of their audit reports on each of Saba Groups' 1996, 1997 and 1998 audited financial statements into future filings by Integra LifeSciences Corporation, a certificate signed Delaware corporation ("Integra"), with the Securities and Exchange Commission upon receipt by an officer AA of each Seller with respect information reasonably requested by AA regarding Buyers and upon certain changes being made to such Seller financial statements so that they conform to Regulation S-X of the foregoing effectSecurities and Exchange Commission; (b11) Buyers Since the date hereof, there shall not have been any Material Adverse Effect (other than as a result of contingencies specifically disclosed on the Disclosure Schedules); (12) Sellers shall simultaneously repay an amount outstanding under the Loan and Security Agreement equal to the amount that would have been required to be paid to reduce the outstanding balance, including unpaid interest and unpaid fees, under the revolving loan portion of the Loan and Security Agreement to zero and the balance outstanding under the term loan portion to $11.0 million on the business day prior to the Closing Date; (13) Sellers shall have received all delivered to Buyers such other documents they may reasonably request from each Seller, the Subsidiary Sellers, and the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all transactions contemplated by this Agreement as Buyers or their special counsel may reasonably request. Buyers may waive any condition specified in form and substance reasonably satisfactory to Buyers; and (c) Each Seller shall deliver this Section 3.01 if it executes a certificate, reasonably satisfactory to Buyers, writing so stating at or prior to the effect that no powers of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members of the Administration Committee or any subcommittee thereof remain outstandingClosing.

Conditions to Obligation of Buyers. The obligation obligations of Buyers to consummate the Closing is hereunder are subject to the fulfillment or satisfaction of the following further conditions: (i) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on at or prior to the Closing Dateof each of the following conditions (any one or more of which may be waived by Buyers, including without limitation, those obligations set forth but only in Section 5.03(a)(i); writing): (iia) the The representations and warranties of each Seller contained Sellers set forth in this Agreement and in any certificate or other writing delivered by each Seller pursuant hereto Article 5 above shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference to provided that the defined term “Material Adverse Effect” were deleted therefrom), as if made at and as receipt of such dateevidence and the closing of the transactions contemplated herein shall not be, with only such exceptions as would not nor be deemed to be, a waiver of the representations and warranties contained in the aggregate reasonably be expected to have a Material Adverse Effect; and (iii) Buyers shall have received a certificate signed by an officer of each Seller with respect to such Seller to the foregoing effectthis Agreement; (b) Buyers All of the terms, covenants and conditions of this Agreement to be complied with or performed by Sellers at or before Closing shall have received been complied with or performed in all documents they may reasonably request from each Seller, the Subsidiary Sellers, and the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to Buyers; andmaterial respects; (c) Each Seller Other than as disclosed herein or contemplated hereby, there shall deliver have been no Material Adverse Change since the date of this Agreement: (i) with respect to the financial condition, assets or liabilities of the Sellers as such relates to the Business except for a certificate, reasonably satisfactory reduction in Net Working Capital due to Buyers, increased payables and a reduction in receivables and inventory in the ordinary course of business consistent with past practice except for the unusually high Net Working Capital at the end of 1997; and (ii) with respect to the business of the Sellers as such relates to the Business; (d) Sellers shall have delivered to Buyers a certificate to the effect that no powers of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members each of the Administration Committee conditions specified in Sections 9.01(a) - (c) is satisfied in all material respects; (e) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or any subcommittee thereof remain outstanding.otherwise been terminated;

Conditions to Obligation of Buyers. The obligation of Buyers and MTC to consummate the Closing is subject to the satisfaction (or waiver by Buyer and MTC) of the following further conditions: (a) (i) Each Seller Sellers shall have performed in all material respects all of its their obligations hereunder under the Transaction Documents required to be performed by it on Sellers at or prior to the Closing DateClosing, including without limitation, those obligations set forth in Section 5.03(a)(i); (ii) the representations and warranties of each Seller Sellers contained in this Agreement and in any certificate or other writing delivered by each Seller pursuant hereto the Transaction Documents shall be true and correct at and as of the date of this Agreement and as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect” were deleted therefrom), as if made at and as of each such date, with except that those representations and warranties which by their express terms are made as of a specific date shall be required to be true and correct only as of such exceptions as date, in each case except for inaccuracies that, in the aggregate, would not in the aggregate reasonably be expected to have a Material Adverse Effect; Effect on the Business, and (iii) Buyers Buyer shall have received a certificate signed by an officer of each Seller with respect to such Seller of Sellers to the foregoing effect; (b) Buyers except as contemplated on Schedule B.06, since the date of this Agreement, no event shall have received all documents they may occurred that has had or would reasonably request from each Seller, be expected to have a Material Adverse Effect on the Subsidiary Sellers, and the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to Buyers; andBusiness; (c) Each Seller shall deliver with respect to programs of the Business under Contracts requiring security clearances and/or special program accesses in order to enable a certificateRepresentative of Buyer to conduct a review of such Contracts and to which Buyer, reasonably satisfactory to Buyers, MTC and their respective Representatives have been denied access prior to the effect date hereof (“Undisclosed Classified Contracts”), Buyers or the Proxy Company or a Representative thereof shall have been afforded access prior to the Closing Date to conduct a review of Undisclosed Classified Contracts that no powers in the aggregate account for in excess of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members 67% of the Administration Committee revenues of the Business attributed to Undisclosed Classified Contracts during the preceding 12 month period; (d) Sellers or any subcommittee thereof remain outstanding.the applicable Affiliated Transferors shall have executed and delivered, on or before the Closing Date, the Transaction Documents that are required to be executed by a Seller Company, together with all other Closing deliverables set forth in Section 2.01; and

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Each Seller shall have performed in all material respects all of its obligations hereunder required transactions to be performed by it on or prior in connection with the Closing is subject to satisfaction of the following conditions (except to the Closing Date, including without limitation, those obligations set forth in Section 5.03(a)(i); extent waived by Buyers): (iia) (i) the representations and warranties of each Seller contained in this Agreement and in not qualified with any certificate “Business Material Adverse Effect” qualifier or other writing delivered by each Seller pursuant hereto materiality qualifier shall be true at and correct in all material respects (it being understood that for purposes of determining accuracy of such representations and warranties all qualifications based on the word “material” contained in such representations and warranties shall be disregarded), and (ii) representations and warranties of Seller contained in this Agreement qualified with any “Business Material Adverse Effect” qualifier or other materiality qualifier shall be true and correct in all respects; in the case of each of (i) and (ii), as of the date of this Agreement and as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference Date except to the defined term “Material Adverse Effect” were deleted therefrom)extent such representations and warranties expressly relate to an earlier date, as if made at and in which case as of such earlier date, with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect; and (iii) Buyers shall have received a certificate signed by an officer of each Seller with respect to such Seller to the foregoing effect; (b) Buyers Seller shall have received performed and complied in all documents they may reasonably request from each Sellermaterial respects with all of its covenants hereunder through the Closing; (c) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the Subsidiary Sellerstransactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation (and no such injunction, and the Companies relating judgment, order, decree, ruling or charge shall be in effect); (d) Seller shall have delivered to Buyers a certificate to the existence effect that each of the conditions specified above in Section 7.2(a)-(c) is satisfied in all material respects, with such certificate reflecting the condition in Section 7.2(c) being to Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to Buyers’s Knowledge; and (ce) Each Seller All deliveries required by Section 2.7(a) shall deliver a certificate, reasonably satisfactory to Buyers, to the effect that no powers of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members of the Administration Committee or any subcommittee thereof remain outstandinghave been made.

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing is subject to the satisfaction of the following further conditions: (i) Each Seller shall have performed in all material respects all of its obligations hereunder required transactions to be performed by it on or prior to in connection with the Closing Date, including without limitation, those obligations set forth in Section 5.03(a)(i); is subject to satisfaction or waiver of the following conditions: (iia) each of the representations and warranties of each Seller contained Sellers set forth in this Agreement Articles III and in any certificate or other writing delivered by each Seller pursuant hereto V shall be true correct in all respects (in the case of any representation or warranty qualified by materiality, including references to “Material Adverse Change” and “Material Adverse Effect”) or in all material respects (in the case of any representation or warranty not qualified by materiality, including references to “Material Adverse Change” and “Material Adverse Effect”) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of the Closing DateDate (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); (b) Sellers shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by Sellers under this Agreement at or prior to the Closing; (c) no Proceeding shall be pending or threatened in writing wherein an unfavorable Decree would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such Decree shall be in effect); (d) Sellers shall have delivered to Buyers a certificate to the effect that each caseof the conditions specified in Sections 7.1(a) through (c) is satisfied; (e) any required waiting periods (including any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have terminated or expired, and all other consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained; (f) Sellers shall have delivered to Buyers the deliveries set forth in Section 2.6(a); (g) all approvals, consents, and waivers that are listed in Section 7.1(g) of the Disclosure Schedule shall have been received, and Sellers shall have delivered to Buyers executed counterparts thereof; (h) Sellers shall have delivered to Buyers a good standing certificate for each of Xxxxxx Manufacturing and GPTS from the Secretary of State of Delaware; (i) Sellers shall have delivered to Buyers a certificate of an officer of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors or board of managers, as applicable, of such representation or warranty would Seller authorizing the execution, delivery and performance of this Agreement and the other transaction documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (j) Sellers shall have caused each Acquired Company to deliver to Buyers a certificate of an officer of such Acquired Company certifying that attached thereto are true, correct, and complete copies of the Organizational Documents of such Acquired Company; (k) except as otherwise may be read if all qualifications as to materiality, including each reference directed by Buyers prior to the defined term “Material Adverse Effect” were deleted therefrom)Closing, as if made at Sellers shall have delivered to Buyers the resignations of the directors and as officers of such dateeach of the Acquired Companies set forth in Section 7.1(k) of the Disclosure Schedule; (l) Sellers shall have paid or otherwise satisfied all Closing Indebtedness and Company Transaction Expenses; (m) the minute books, with only such exceptions as would not shareholders registers, stock record books, books, records, and Contracts of the Acquired Companies will be in the aggregate reasonably be expected possession of or delivered to the applicable Acquired Company; (n) Innova Global Management LP (Canada) shall have a Material Adverse Effect; and purchased certain intellectual property from Xxxxxx Manufacturing for $2,000,000 in cash; (iiio) Sellers shall have completed the Pre-Closing Transactions; (p) Buyers shall have received a certificate signed the UCC-3 termination statements and other documentation contemplated by an officer of each Seller with respect to such Seller to the foregoing effect; (b) Buyers shall have received all documents they may reasonably request from each Seller, the Subsidiary Sellers, and the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to BuyersSection 6.19; and (cq) Each Seller Sellers shall deliver a certificatehave delivered to Buyers the Transition Services Agreement and the Escrow Agreement, reasonably satisfactory to Buyers, to the effect that no powers of attorney granted each as duly executed by the Companies to such Seller and/or its respective Affiliates and/or members of the Administration Committee or any subcommittee thereof remain outstandingSellers.

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing Merger is subject to the satisfaction (or waiver by Parent or Merger Sub in each of their sole discretion) of the following further conditions: (ia) Each Seller All of the representations and warranties of the Acquired Company and the Shareholders contained in this Agreement that are not qualified by reference to materiality shall have performed been true, correct and complete in all material respects when made on the date of this Agreement and shall be true, correct and complete in all material respects on and as of the Closing Date (except for representations and warranties which speak of a specific date which need only be true, correct and complete in all material respects as of such dates) as though such representations and warranties had been made on and as of such date, and all of its the representations and warranties of the Acquired Company and the Shareholders contained in this Agreement that are qualified by reference to materiality shall have been true, correct and complete in all respects when made on the date of this Agreement and shall be true, correct and complete in all respects on and as of the Closing Date (except for representations and warranties which speak of a specific date which need only be true, correct and complete in all respects as of such dates) as though such representations and warranties had been made on and as of such date, and Buyers shall have received a certificate dated the Closing Date signed by the President of SCA and the Shareholders to such effect. (b) The Acquired Company and Shareholders shall have performed or complied with all obligations hereunder and covenants required by this Agreement to be performed or complied with by it on the Acquired Company or Shareholders, as the case may be, at or prior to the Closing DateDate and Buyers shall have received a certificate dated the Closing Date signed by the President of SCA and the Shareholders to such effect. (c) There shall have been no material adverse change in the condition (financial or otherwise), including without limitationoperations, those obligations prospects or results of operations of the Acquired Company or Atiam. (d) No Action shall be pending or threatened before any court or other Governmental Entity (i) seeking to prevent consummation of any of the transactions contemplated by this Agreement, (ii) seeking to impose any material limitation on the right of Buyers to acquire or control the Acquired Company or (iii) seeking to restrain or prohibit Buyers’ ownership or operation (or that of its Affiliates) of all or any material portion of the business or Assets of the Acquired Company or Atiam or compel Buyers or any of their Affiliates to dispose of or hold separate all or any material portion of the business or Assets of the Acquired Company, Atiam or of Buyers. No such Order shall be in effect. (e) No Law shall have been enacted or shall be deemed applicable to the Merger that has any of the effects set forth in clauses (i) through (iii) in Section 5.03(a)(i7.1(d); . (iif) Parent shall have received a written opinion from Bxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, counsel to the representations Acquired Company and warranties of each Seller contained in this Agreement and in any certificate or other writing delivered by each Seller pursuant hereto shall be true at and Atiam, addressed to Parent, dated as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference to the defined term “Material Adverse Effect” were deleted therefrom), as if made at and as of such date, with only such exceptions as would not in the aggregate reasonably be expected form attached hereto as Exhibit E. (g) Shareholders shall have obtained the Consent of each Person the Consent of whom is required under the Material Contracts set forth on Schedule 7.2(g) and shall have provided evidence of each such Consent in form and substance satisfactory to have a Material Adverse Effect; and Buyers. (iiih) Buyers shall have received a certificate signed by of the President of the Acquired Company (the “Expense Certificate”), in his capacity as an officer of each Seller the Acquired Company and without personal liability, certifying as to the total amount of all Company Expenses incurred on or prior to the Effective Time (which Expense Certificate shall include certifications (i) that there are no additional Company Expenses incurred prior to the Effective Time other than those reflected therein, (ii) that the Acquired Company or Atiam, as applicable, to pay any outstanding Company Expenses or Closing Indebtedness) and Buyers shall also have received satisfactory evidence of such payment. (i) Shareholders shall have delivered to Buyers evidence of the release of all Liens with respect to such Seller the property and assets of the Acquired Company, except for the Permitted Liens. (j) Shareholders shall have delivered to Buyers evidence of termination of the foregoing effectShareholders’ Agreement, dated as of January 8, 1999, by and among the Shareholders and SCA. (k) Shareholders shall have delivered to Buyers the Certificates and duly executed Letters of Transmittal in accordance with Section 2.6(e); (bl) Buyers The Acquired Company shall have received delivered to Buyers a certificate of the Secretary of the Acquired Company, dated the Closing Date, certifying that attached thereto are true and complete copies of all documents they may reasonably request from each Sellerresolutions adopted by the Board of Directors of the Acquired Company authorizing the execution, the Subsidiary Sellersdelivery and performance of this Agreement, and that all such resolutions are in full force and effect and are all the Companies relating resolutions adopted in connection with the Merger. (m) The Acquired Company and each Shareholder shall have delivered to Buyers a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Code. (n) This Agreement shall have been duly adopted and this Agreement and the transactions contemplated hereby shall have been duly approved by the Shareholders pursuant to the existence of such Seller, Written Consent in accordance with the Subsidiary Sellers PA BCL and the Companies Acquired Company’s Charter Documents. The Written Consent shall have been duly executed, dated and delivered by the authority Shareholders to Buyers and shall be in full force and effect as of Freeport for the Transaction AgreementsEffective Time. (o) Merger Sub shall have obtained the remaining Atiam Partnership Interests pursuant to the Bilenia Purchase Agreement. (p) There shall be no Dissenting Shares. (q) Prior to the Closing Date, Atiam shall: (i) make all in form required contributions to the Atiam Technologies, LLC 401(k) Profit Sharing Plan and substance Trust (the “Atiam 401(k) Plan”), (ii) cause all of the account balances of the participants under to become fully vested and non-forfeitable under the Atiam 401(k) Plan, and (iii) terminate the Atiam 401(k) Plan and provide evidence reasonably satisfactory to Buyers; and (c) Each Seller shall deliver a certificatethe Parent of such termination. Atiam, reasonably satisfactory to Buyersthe Surviving Entity and the Parent will take all actions necessary, upon the request of an Atiam employee, to facilitate a direct transfer of an eligible rollover distribution (as defined in section 401(a)(31) of the effect that no powers of attorney granted Code) from the Atiam 401(k) Plan to a 401(k) plan sponsored by the Companies to Parent, including a direct rollover of any participant note for any outstanding loans under the Atiam 401(k) Plan, but only if the rollover of such Seller and/or its respective Affiliates and/or members note(s) is administratively practicable, as determined by the plan administrator of the Administration Committee or any subcommittee thereof remain outstanding401(k) plan sponsored by the Parent.

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing Acquisition is subject to the satisfaction (or waiver by Buyers in writing in its sole discretion) of the following further conditions: (ia) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, including without limitation, those obligations set forth in Section 5.03(a)(i); (ii) the The representations and warranties of each Seller contained set forth in this Agreement shall have been true and correct in any certificate or other writing delivered by each Seller pursuant hereto all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date (without giving effect to any exception for “Material Adverse Effect” or other qualifier using the term “material” or any variation thereof) as if made at and as of the Closing Date, (in each case, as such representation or warranty would be read if all qualifications as to materiality, including each reference except to the defined term “Material Adverse Effect” were deleted therefrom)extent that such representations and warranties refer specifically to an earlier date, as if made at in which case such representations and warranties shall have been true and correct as of such earlier date, and Buyers shall have received a certificate dated the Closing Date signed on behalf of each Seller to such effect. (b) Each Seller shall have performed or complied in all material respects with only all obligations and covenants required by this Agreement to be performed or complied with by such exceptions as would Seller at or prior to the Closing Date. Buyers shall have received a certificate dated the Closing Date signed on behalf of each Seller to such effect. (c) There shall be no, and there shall not in the aggregate have been any, state of facts, development, event, circumstance, condition, occurrence or effect that, individually or taken collectively with all other states of facts, developments, events, circumstances, conditions, occurrences or effects that has resulted in, or is reasonably be expected likely to have result in, a Material Adverse Effect; . (d) No Action shall be pending or threatened before any court or other Governmental Entity (i) seeking to prevent consummation of any of the transactions contemplated by this Agreement, (ii) seeking to impose any material limitation on the right of Buyers to own the Interests and to control the Partnership and its Subsidiaries or (iii) seeking to restrain or prohibit Buyers’ ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Partnership and its Subsidiaries, taken as a whole, or compel Buyers or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Partnership and its Subsidiaries, taken as a whole, or of Buyers and its Subsidiaries, taken as a whole. No such Order shall be in effect. (e) No Law shall have been enacted or shall be deemed applicable to the Acquisition that has any of the effects set forth in clauses (i) through (iii) in Section 7.2(d). (f) Sellers shall have obtained the Consent of each Person whose Consent is required under Schedule 7.2(f) and shall have provided evidence of each such Consent in form and substance satisfactory to Buyers. (g) Buyers shall have received consent from Guaranty Bank, and other Lenders party to the credit facility entered between Guaranty Bank and Parent, to the consummation of the transactions contemplated by this Agreement. (h) The Principals and Partnership shall have executed and delivered Exchange Membership Lease Agreements in form and substance satisfactory to the Buyers. (i) Each Key Employee and at least a majority of the other Business Employees shall have executed and delivered to Buyers an employment agreement or consulting agreement with the Partnership or accepted an employment offer with the Partnership substantially in the forms proposed by Buyers and each such agreement shall remain in full force and effect. (j) The Principals shall have executed and delivered Non-Competition Agreements. (k) Each of the Sellers shall have delivered to Buyers a duly completed and executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations. (l) Buyers shall have received a certificate signed by an officer written opinion of each Seller with respect Gxxxxxx Xxxxxx & Dxxxxxx LLP, dated as of the Closing, in the form attached hereto as Exhibit F. (m) The Partnership shall have paid all compensation (including bonuses) due to such Seller or accrued to employees prior to the foregoing effect;Closing Date and shall have paid, or fully reserved and reflected in Book Value, at Closing any amounts payable or accrued under any consulting arrangements. (bn) Buyers The Sellers shall have received all documents they may reasonably request from duly executed and delivered to Buyers each Sellerof the Ancillary Agreements to which any of them is a party. (o) Each Business Employee who is an employee of both the Partnership and any Joint Venture (other than, to the extent permitted by Section 5.4, the Subsidiary SellersPrincipals) shall have resigned from his or her position with such Joint Venture, and shall owe no further employment-related duties to any such Person as of the Companies relating to Closing Date. (p) The completion of the existence of such SellerExcluded Business Sale, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all in form and substance reasonably satisfactory to Buyers; and (c) Each Seller shall deliver a certificate, reasonably satisfactory to Buyers, and the acquirer of the Excluded Business shall have entered into the Excluded Business Customer Agreement and Transition Services Agreement with the Partnership in form and substance satisfactory to Buyers. (q) Buyers shall be satisfied, in their sole discretion, with the results of their diligence investigations including, without limitation, the results of the Excluded Business Review, and in connection with pending investigations by the SEC, NASD, CFTC or other applicable Governmental Entity or SRO of the Partnership’s activities, and with any other similar or related investigation with regard to the effect that no powers Partnership or its Affiliates by any Governmental Entity or SRO. (r) The Partnership shall have, and shall retain after the Closing, ownership or lease rights to sufficient membership seats on the CBOT and CME and ownership or pledges of attorney granted such shares in CBOT and CME as shall be necessary to permit the Partnership to continue its operations as a clearing member on such exchanges, without, except as expressly contemplated by the Companies Ancillary Agreements, additional cost to such Seller and/or its respective Affiliates and/or members of the Administration Committee Partnership or any subcommittee thereof remain outstandingof its Affiliates. (s) The amendment to Partnership Agreement provided for in Section 1.1(b) shall have been adopted.

Conditions to Obligation of Buyers. The obligation of Buyers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction of the following further conditions: (i) Each Seller The representations and warranties set forth in Section 3(a) and Section 4 above shall have performed be true and correct in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, including without limitation, those obligations set forth in Section 5.03(a)(i); (ii) the representations and warranties of each Seller contained in this Agreement and in any certificate or other writing delivered by each Seller pursuant hereto shall be true at and as of the Closing Date; (ii) Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) Sellers and/or Civic Parking shall have received all material consents specified in Section 7(b) below; (iv) Civic Parking shall have no Indebtedness or Security Obligations, and no liabilities related to its prior ownership of the Excluded Assets; (v) Sellers shall have delivered to Buyers a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; (vi) No action, suit, or proceeding not disclosed in Section 4(j) of the Disclosure Schedule shall be pending before any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Buyers to own the Purchased Units and to control Civic Parking, or (D) affect materially and adversely the right of Civic Parking to own its assets and to operate its businesses; and no such injunction, judgment, order, decree, ruling, or charge shall be in each caseeffect; (vii) Buyers shall have obtained title insurance commitments on the real estate described in Section 4(g) of the Disclosure Schedule in such amount, as such representation or warranty would be read if all qualifications as not exceeding the Purchase Price, and subject to materiality, including each reference to the defined term “Material Adverse Effect” were deleted therefrom), as if made at and as of such date, with only such exceptions as would not Buyers shall reasonably deem acceptable; provided, however, that: (A) any exceptions set forth in the aggregate reasonably title insurance policy described in Section 4(g) of the Disclosure Schedule other than with respect to Security Interests are hereby agreed to be expected acceptable to have a Material Adverse EffectBuyers, (B) Sellers may cause any such exceptions to be removed at or before Closing, in which event they shall be deemed acceptable to Buyers, and (C) if Buyers shall fail to notify Sellers of its inability to obtain such commitments or of any unacceptable exceptions within 7 days after the Effective Date, then this contingency shall be deemed waived; and as to any additional exceptions, if any, which may be first set forth on an amended commitment issued between the original commitment date and the Closing, if Buyers shall fail to notify Sellers that such additional exceptions are unacceptable within 7 days after receipt of such amended commitment by either Buyer or by Buyers' Parent, then this contingency shall be deemed waived as to such additional exceptions; (iiiviii) All applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement shall have expired or otherwise been terminated; (ix) All parties thereto other than Buyers and their Affiliates shall have entered into a management agreement for the Bus Lot substantially as set forth in Exhibit F attached hereto and the same shall be in full force and effect; and the existing management agreements between Civic Parking and Central Parking System of St. Louis, Inc. shall have been terminated with respect to the Bus Lot; (x) Buyers shall have received a certificate signed by an the resignations, effective as of the Closing, of each officer of each Seller with respect to such Seller to the foregoing effectCivic Parking; (bxi) There shall have been no casualty loss, damage or destruction to Civic Parking's assets since the Effective Date; provided, however, that in the event any such loss, damage or destruction is covered by insurance Sellers may satisfy this contingency by causing the insurance proceeds from such loss, damage or destruction to be assigned to Buyers and/or by providing such other or additional security for the full replacement, repair or reconstruction of the assets as may reasonably be required by Buyers; (xii) Buyers shall have received an estoppel certificate from Sellers substantially in the form of Exhibit H attached hereto ("Sellers' Estoppel Certificate"), dated the Closing Date, with respect to each tenant from whom a Tenant Estoppel Certificate has not been received by Buyers as of the Closing; and (xiii) All actions to be taken by Sellers in connection with consummation of the transactions contemplated hereby and all documents they may reasonably request from each Sellercertificates, the Subsidiary Sellersinstruments, and other documents required to effect the Companies relating to the existence of such Seller, the Subsidiary Sellers and the Companies and the authority of Freeport for the Transaction Agreements, all transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to Buyers; and (c. Buyers may waive any condition specified in this Section 7(a) Each Seller shall deliver by executing a certificate, reasonably satisfactory to Buyers, writing so stating at or prior to the effect that no powers of attorney granted by the Companies to such Seller and/or its respective Affiliates and/or members of the Administration Committee or any subcommittee thereof remain outstandingClosing.