Common use of Conditions to Obligation of Sellers Clause in Contracts

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e).

Conditions to Obligation of Sellers. The In addition to the conditions set forth in Section 6.01 above, the obligation of Sellers to consummate the Closing is shall be subject to the satisfaction satisfaction, or (or to the extent permitted by applicable Law) waiver by Sellers) , on or prior to the Closing Date, of each of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (Aa) the representations and warranties of Buyer set forth in Article IV IV, taken together, excluding for purposes of this Agreement (other than the Buyer Fundamental Representations)Section 6.03(a) any reference to any materiality, disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect Effect” or similar materiality qualifiersstandards or qualifiers contained therein, shall be true and correct at and as of the Closing Date, Date as if made at on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such date with only earlier date), except for any breaches of such exceptions as do representations and warranties that would not, or would not reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect, ; (b) Buyer shall have performed and (B) the Buyer Fundamental Representations shall complied in all material respects with all of its other covenants and obligations under this Agreement required to be true performed and correct at and complied with by it as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court ; provided that Buyer shall be required to consummate the Transactions, shall have been entered by the Bankruptcy Court performed and each such order shall be a Final Order and complied with its covenants set forth in full force and effectSection 5.13(c) in all respects; and (c) (i) Buyer the Common Stock shall have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)listed for trading on NASDAQ.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or or, to the extent permitted by Applicable Law, waiver by SellersSeller Parent) of the following further conditions: (i) Each Buyer Party shall have performed in all material respects all of its covenants covenants, agreements and other obligations hereunder required to be performed by it on at or prior to the Closing Date and Date, (ii) (A) the representations and warranties of Fundamental Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Representations shall be true and correct in all material respects at and as of the Closing Date, Date as if made at and as of such date with only such exceptions as do notdate, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (Biii) the other representations and warranties of the Buyer Fundamental Representations Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date;, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect. (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer Domestic shall have delivered each of (or caused to be delivered) to Seller Parent the items closing deliverables set forth in Section 3.02 required by Section 2.05(d) to be delivered by a Buyer at the Closing Party, in each case in form and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)substance reasonably acceptable to Seller Parent.

Conditions to Obligation of Sellers. The obligation of Sellers and Stockholders to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, ss.4 above shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made performed and complied with all of its covenants hereunder in all material respects through the payment Closing, (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect or threatened preventing consummation of any of the Closing Cash Payment Amount transactions contemplated by this Agreement; (iv) the applicable waiting period, if any, under the HSR Act shall have expired or been terminated; (v) the Escrow Agreement, substantially in the form attached hereto as Exhibit B, has been fully executed and delivered by the Escrow Agent and Buyers; (vi) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in ss.7(b)(i)-(v) is satisfied in all respects; and (vii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required by Section 2.05(e)to effect the transactions 52 contemplated hereby will be reasonably satisfactory in form and substance to Sellers. Sellers may waive any condition specified in this ss.7(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by each of them in connection with the Closing is subject to the satisfaction (or waiver by SellersSellers as of the Closing) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (iia) (Ai) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, V above shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made performed and complied with all of its covenants hereunder in all material respects through the payment Closing, and (iii) Buyer shall have delivered to Sellers a certificate dated the Closing Date and signed by an authorized officer of Buyer confirming the foregoing; (b) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the Closing Cash Payment Amount transactions contemplated by this Agreement or any Ancillary Agreements; (c) Buyer shall have delivered to Sellers the agreements, instruments and certificates provided for in Section 3.3; (d) the waiting period under the HSR Act shall have expired or been terminated; and (e) all actions to be taken by Buyer in connection with consummation of the transactions as specified by this Agreement and the Ancillary Agreements and all certificates, opinions, instruments, and other documents required to be delivered by Section 2.05(e)Buyer pursuant to this Agreement will have been delivered.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate ----------------------------------- the transactions to be performed by them in connection with the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) : the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Section 3.2 shall be true and correct in all material respects at and as of the Closing Date; Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; no action, as if made at and as of such date with only such exceptions as do notsuit, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations proceeding shall be true pending before any federal or state court wherein an unfavorable injunction, judgment, order, decree, ruling or charge has been or is likely to be issued (i) preventing consummation of the transactions contemplated by this Agreement, or (ii) causing any of the transactions contemplated by this Agreement to be rescinded following consummation; Buyer shall have delivered to Sellers a certificate executed by a senior executive officer of Buyer to the effect that each of the conditions specified in Section 72()-() is satisfied in all material respects; Sellers shall have received from counsel to Buyer a closing legal opinion in substantially the form of Exhibit 7.2(e), addressed to Sellers and correct at and dated as of the Closing Date, as if made at ; and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, all appropriate HSR Act filings shall have been entered by made and any applicable waiting period (and extensions thereof) under the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer HSR Act shall have delivered each of expired or terminated. Sellers may waive any condition specified in this Section 72 if they execute a writing so stating at or prior to the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by it in connection with Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Section 6 above shall be true and correct at and in all material respects as of the Closing Date, date made and as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of on the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment performed and complied with all of its covenants hereunder in all material respects through Closing; (iii) The Cash Purchase Price shall have been paid by Buyer via wire transfer of immediately available funds, in U.S. currency, to an account designated by Sellers; (iv) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (v) Buyer shall have delivered to Sellers all of Buyer's Closing Cash Payment Amount Documents, duly executed by Buyer as applicable; and (vi) all actions, consents or approvals required to be obtained from Governmental Authorities in connection with the consummation of the transactions contemplated by Section 2.05(ethis Agreement or by the Transaction Documents shall have been obtained (copies of which shall have been delivered to Sellers) and be in full force and effect, including the Sale Order from the Court provided that the Sale Order states that it shall not be subject to any stay).

Conditions to Obligation of Sellers. The In addition to the conditions set forth in Section 9.01, the obligation of Sellers to consummate the Closing is shall be subject to the satisfaction satisfaction, or (or to the extent permitted by applicable Law) waiver by Sellers) Seller, on or prior to the Closing Date, of each of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (Aa) the representations and warranties of Buyer set forth in Article IV ARTICLE IV, taken together, excluding for purposes of this Agreement (other than the Buyer Fundamental Representations)Section 9.03(a) any reference to any materiality, disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect Effect, or similar materiality standards or qualifiers, shall be true and correct at and as of the Closing Date, Date as if made at on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such date with only earlier date), except for any breaches or inaccuracies of such exceptions as do representations and warranties that would not, or would not reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect, ; (b) Buyer shall have performed and (B) the Buyer Fundamental Representations shall complied in all respects with all covenants and obligations under Section 2.11 of this Agreement required to be true performed and correct at and complied with by it as of the Closing Date, as if made at including the satisfaction of the payment and delivery requirements set forth in Section 2.11, and Buyer shall have performed and complied in all material respects with all of its other covenants and obligations under this Agreement required to be performed and complied with by it as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effectClosing Date; and (c) (i) Buyer Sellers shall have delivered each received a Certification by an authorized signatory of Buyer that certifies as to the satisfaction of the items required by Section 2.05(dconditions set forth in subsections (a) to be delivered by Buyer at the Closing and (iib) Buyer shall have made the payment of the Closing Cash Payment Amount as required by this Section 2.05(e)9.03.

Conditions to Obligation of Sellers. The Sellers' obligation of Sellers to consummate the transactions contemplated by this Agreement and to take the other actions required to be taken by Sellers at Closing is subject to the satisfaction (satisfaction, at or waiver by Sellers) before Closing, of each of the following further conditions:conditions (any of which may be waived by Sellers' Representative, in whole or in part): (ia) Buyer shall The representations and warranties set forth in Article 3 of this Agreement, individually and collectively, must have performed been accurate in all material respects all as of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV date of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “must be accurate in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and respects as of the Closing Date, Date as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of again on the Closing Date, except for any representation or warranty made as if made at and of a specific date or for a particular period, which must be accurate in all material respects as of such datespecific date or for such particular period; (b) Parent and Buyer must have performed and complied in all material respects with the Bid Procedures Order covenants and the Sale Orderobligations under this Agreement required to be performed or complied with by it prior to Closing; (c) Parent and Buyer must have delivered to Sellers, together with any other order in form reasonably acceptable to Sellers, a certificate dated as of the Bankruptcy Court required to consummate Closing Date certifying that the Transactions, shall conditions set forth in Sections 5.2(a) and (b) have been entered satisfied; (d) There must not be any non-appealable Order pending or any Legal Requirement enacted since the date of this Agreement prohibiting the consummation of the transactions contemplated by the Bankruptcy Court and each such order shall be a Final Order and in full force and effectthis Agreement; and (ce) (i) Buyer shall The waiting period under the HSR Act must have delivered each of the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)expired or been terminated.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (Aa) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Section 4.2 shall be true and correct in all material respects at and as of the Closing DateDate (other than representations and warranties that refer to a specified date, as if made at which need only be true and correct on and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such specified date); (b) Buyer shall have performed and complied with in all material respects all of its obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Bid Procedures Order Closing; (c) Buyer and the Sale Order, together Sellers shall each be in compliance with any other order all material regulatory requirements of the Bankruptcy Court required all applicable Governmental Authorities necessary to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order transactions contemplated herein (all of which shall be a Final Order and in full force and effecteffect as of the Closing); (d) no Order or Proceeding shall be outstanding or pending that restrains, enjoins or otherwise prohibits, or could reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of the transactions contemplated by this Agreement; (e) Sellers shall have received all of the deliveries required by Section 7.5; and (cf) (i) there shall be no bankruptcy, reorganization, receivership or arrangement proceedings pending against Buyer shall have delivered each or any Affiliate of Buyer. Sellers may waive any condition specified in this Section 7.3 if it executes a writing so stating at or prior to the items required by Section 2.05(d) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Buyer shall have delivered each of the items required by Section 2.05(d) and 2.05(f) to be delivered by Buyer (as applicable) at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e).

Conditions to Obligation of Sellers. The obligation of Sellers to ----------------------------------- consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditionsconditions unless waived by a majority in interest of the Sellers: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on at or prior to the Closing Date and Date, (ii) (A) the representations and warranties of Buyer set forth contained in Article IV of this Agreement (at the time of its execution and delivery and in any certificate or other than the writing delivered by Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, pursuant hereto shall be true and correct in all material respects at and as of the Closing Date, Date as if made at and as of such date with only such exceptions as do not, or would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect, Effect and (Biii) Sellers shall have received a certificate signed by the Chief Executive Officer or Chief Financial Officer of Buyer Fundamental Representations to the foregoing effect. (b) Sellers shall be true and correct at and as have received an opinion of Buyer's Counsel, dated the Closing Date, as if made at to the effect specified in Sections 5.01 through 5.04 and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order 5.07 of the Bankruptcy Court required Management Sellers Stock Purchase Agreement and with respect to consummate the Transactions, such other matters as Sellers shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; andreasonably request. (c) (i) Buyer Sellers shall have delivered each received all items specified in Section 2.02 of the items required by Section 2.05(d) this Agreement and all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)them.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (ia) Buyer shall have performed in all material respects all of its covenants and other obligations agreements hereunder required to be performed by it on or prior to the Closing Date Date. (b) The representations and warranties of Buyer contained in Section 5.01 (iiCorporate Existence and Power), Section 5.02 (Corporate Authorization) and Section 5.08 (Finders' Fees) (Acollectively, the "Buyer Fundamental Representations") shall be true at and as of the Closing Date as if made at and as of such date except for inaccuracies in the Buyer Fundamental Representations that have a de minimis effect. (c) The representations and warranties of Buyer set forth in Article IV of this Agreement (other than the 5 that are not Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, Representations shall be true and correct at and as of the Closing Date, Date as if made at and as of such date (disregarding all materiality and Material Adverse Effect qualifications therein) (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date) with only such exceptions as do would not, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, transactions contemplated hereby. (d) Sellers' Representative shall have been entered received a certificate signed by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) an executive officer of Buyer shall have delivered each certifying as to Buyer's satisfaction of the items required by conditions set forth in Section 2.05(d11.03(a), Section 11.03(b) to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e11.03(c).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (fulfillment on or waiver by Sellers) prior to each Closing of each of the following further conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by Sellers: (ia) The representations and warranties of Buyer contained in this Agreement shall be true, correct and complete in all respects (disregarding all materiality and similar qualifications), both as of the date of this Agreement and as of such Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date), except where the failure of such representations and warranties to be true, correct and complete would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. 10 Note to Draft: Buyer will require a Settlement Agreement with respect to the Spirit properties to break out leases. (b) Buyer shall have performed or complied in all material respects all of with its obligations and covenants and other obligations hereunder required by this Agreement to be performed or complied with by it on Buyer at or prior to the Closing Date and (ii) (A) the representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; andClosing. (c) (i) Buyer shall have delivered each to Sellers a certificate, dated as of the items required by Section 2.05(d) to be delivered such Closing Date, executed by Buyer at to the effect that the conditions set forth in Section 5.2(d), Section 5.3(a) and Section 5.3(b) have been satisfied (the “Buyer’s Closing and Certificate”). (iid) Buyer shall have made the payment of the Closing Cash Payment Amount as deliveries to Sellers required by Section 2.05(e).under Section

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (a) (i) each of Parent and Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the representations and warranties of Parent and Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects,” Parent Material Adverse Effect or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; and (c) (i) Parent and Buyer shall have delivered each of the items required by Section 2.05(d) to be delivered by Parent and Buyer (as applicable) at the Closing and Closing, (ii) Buyer shall have made the payment of the Closing Cash Payment Amount Consideration as required by Section 2.05(e) and (iii) Parent shall have provided evidence to Sellers of issuance instructions to the Transfer Agent of the Stock Consideration promptly after delivery thereof as required by Section 2.05(f).

Conditions to Obligation of Sellers. The obligation of Sellers to ----------------------------------- consummate the Closing is subject to the satisfaction (or waiver by Sellers) of the following further conditions, unless waived by a majority in interest of the Sellers: (i) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on at or prior to the Closing Date and Date, (ii) (A) the representations and warranties of Buyer set forth contained in Article IV of this Agreement (at the time of its execution and delivery and in any certificate or other than the writing delivered by Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, pursuant hereto shall be true and correct in all material respects at and as of the Closing Date, Date as if made at and as of such date with only such exceptions as do not, or would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect, Effect and (Biii) Sellers shall have received a certificate signed by the Chief Executive Officer or Chief Financial Officer of Buyer Fundamental Representations to the foregoing effect. (b) Sellers shall be true and correct at and as have received an opinion of Buyer's Counsel, dated the Closing Date, to the effect specified in Sections 5.01 through 5.04 and 5.07 and with respect to such other matters as if made at and as of such date; (b) the Bid Procedures Order and the Sale Order, together with any other order of the Bankruptcy Court required to consummate the Transactions, Sellers shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; andreasonably request. (c) (i) Buyer Sellers shall have delivered each received all items specified in Section 2.02 of the items required by Section 2.05(d) this Agreement and all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to be delivered by Buyer at the Closing and (ii) Buyer shall have made the payment of the Closing Cash Payment Amount as required by Section 2.05(e)them.

Conditions to Obligation of Sellers. The ----------------------------------- obligation of Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Sellers) of the following further conditions: (ia) Buyer shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it on or prior to the Closing Date and (ii) (A) the Buyer's representations and warranties of Buyer set forth in Article IV of this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications and exceptions contained therein as to “material,” “in all material respects” or Buyer Material Adverse Effect or similar materiality qualifiers, shall be true correct and correct complete at and as of the Closing Date, as if made at Date and as of such date with only such exceptions as do not, or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (B) the Buyer Fundamental Representations shall be true and correct at and as of the Closing Date, as if made at and as of such dateClosing; (b) the Bid Procedures Order Buyer shall have performed and the Sale Order, together complied with any other order all of the Bankruptcy Court its covenants hereunder required to consummate be performed or complied with through the Transactions, shall have been entered by the Bankruptcy Court and each such order shall be a Final Order and in full force and effect; andClosing Date; (c) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or any other Person wherein an unfavorable Order 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. (d) Buyer shall have delivered to Sellers a certificate to the effect that each of the items required by Section 2.05(dconditions specified above in Sections 7.2(a) to be through (c) is satisfied in all respects; (e) the Other Buyer Agreements shall have been executed and delivered by Buyer at the Closing and Buyer; (iif) Buyer shall have made paid and deposited the payment of purchase price for the Closing Cash Payment Amount as required by Interests pursuant to Section 2.05(e)2.2; and (g) ICG shall have caused the ICG shares to be listed for trading on the Nasdaq Market. Sellers in their sole discretion may waive any condition specified in this Section 7.2 at or prior to the Closing.