Common use of Conditions to Obligation of the Investor Clause in Contracts

Conditions to Obligation of the Investor. The obligation of the Investor to consummate the Closing is subject to the satisfaction of the following further conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except for (x) such representations or warranties made as of the date hereof or as of another date, which shall be true and correct as of such date and (y) the representations and warranties contained in Section 3.06, which shall be true and correct as of the date hereof), and the Investor shall have received a certificate of the chief executive officer of the Company, dated as of the Closing Date, certifying to that fact. (b) The Company shall have performed in all material respects all of its covenants and obligations in this Agreement that are to be performed at or prior to the Closing (excluding any covenants or obligations under Section 5.01(d), 5.02 or 5.07), and the Investor shall have received a certificate of a senior officer of the Company, dated as of the Closing Date, certifying to that fact. (c) The New Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) The Investor shall have received a written opinion, dated the Closing Date, from Xxxxx Xxxx & Xxxxxxxx LLP, as counsel to the Company, as to the validity of the New Shares, in the form attached hereto as Exhibit B. (e) The Company shall have taken all action necessary to constitute the Global Operations and Technology Committee and appoint the Investor Director (as defined in the Investor Agreement Amendment) as a member of such committee, in each case subject to the occurrence of the Closing. (f) The Company shall have duly executed and delivered to the Investor the Investor Agreement Amendment.

Conditions to Obligation of the Investor. The obligation of the Investor to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following further conditions: (ai) The the representations and warranties of the Company Sellers contained in this Agreement shall Agreement, including Article 4, must be true and correct on and in all respects (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect, Knowledge, awareness or concept of similar import, or any qualification or limitation as to monetary amount or value) as of the date hereof of this Agreement and on and as of the at Closing Date as if made on and as of the Closing Date (except for (x) such representations or warranties made as of the date hereof or as of another those which refer to a specific date, which shall must be true and correct as of such date date), except to the extent such inaccuracies, violations or breaches would not (or would not reasonably be expected to) result in a Seller Material Adverse Effect or materially and adversely affect the Sellers’ ability to consummate the transactions contemplated by this Agreement; (yii) the representations Sellers must have performed and warranties contained complied in Section 3.06, which all material respects with their covenants hereunder through the Closing; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) each Vessel is correctly documented in the name of Grifco and are endorsed to operate in United States coastwise trade; each has current United States Coast Guard Certificates of Inspection and Water Pollution Certificates of Financial Responsibility; and each Vessel shall be true free and correct as clear of all Encumbrances except Permitted Encumbrances; (v) the Seller Entities must have timely delivered all items required to be delivered at Closing pursuant to Section 2(e); (vi) there must not be any injunction, judgment, order, decree, ruling or charge in effect preventing consummation of any of the date hereoftransactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by this Agreement; (vii) the Sellers must have obtained all consents set forth on Schedule 8(a)(vii) (collectively, the “Seller Required Consents”), and in form reasonably acceptable to the Investor; (viii) the Investor shall have received a certificate of the chief executive officer of audited financial statements and the Companyunaudited financial statements reviewed by its auditors for any applicable interim period in 2008 (and the comparable interim period in 2007), dated as of all in conformance with the Closing Date, certifying to that fact.requirements set forth in Section 5(b)(ii); (bix) The Company shall have performed in all material respects all of its covenants and obligations in this Agreement that are to be performed at or prior to the Closing (excluding any covenants or obligations under Section 5.01(d), 5.02 or 5.07), and the Investor Marine Transportation shall have received good and indefeasible fee simple title to the Company Real Property, insured as such at Investor's expense by a certificate nationally recognized title insurance company reasonably acceptable to Investor, pursuant to the prescribed form of a senior officer TLTA Owner Policy of Title Insurance, which policy shall include all applicable deletions of standard exceptions and endorsements (including an extended coverage endorsement and, if Investor obtains the Survey, deletion of the Company, dated as survey exception except for “shortages in area”) permitted under state Law which are customarily required by purchasers purchasing property comparable to the Company Real Property; (x) the American Stock Exchange shall have approved the listing of the Closing Date, certifying to that fact.Units on the American Stock Exchange; and (cxi) The New Shares Parent shall have been approved obtained financing for listing the Cash Consideration under its existing senior credit facility and pursuant to a stand-alone credit facility of Marine Transportation in amounts and on terms reasonably acceptable to the NYSE, subject to official notice of issuance. (d) Parent. The Investor shall have received may waive any condition specified in this Section 8(a) if it executes a written opinion, dated the Closing Date, from Xxxxx Xxxx & Xxxxxxxx LLP, as counsel to the Company, as to the validity of the New Shares, in the form attached hereto as Exhibit B. (e) The Company shall have taken all action necessary to constitute the Global Operations and Technology Committee and appoint the Investor Director (as defined in the Investor Agreement Amendment) as a member of such committee, in each case subject to the occurrence of writing so stating at or before the Closing. (f) The Company shall have duly executed and delivered to the Investor the Investor Agreement Amendment.

Conditions to Obligation of the Investor. The obligation of the Investor to consummate the Closing is Transaction shall be subject to the satisfaction fulfillment at or prior to the Closing of the additional following further conditions, unless waived: (ai) The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing and the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof in all material respects when made and on and as of the Closing Date as if made on and as of the Closing Date such date, except (except A) as contemplated or permitted by this Agreement and (B) for (x) such representations or and warranties which are by their express provisions made as of the a specific date hereof or as of another datedates, which shall were or will be true and correct in all material respects at such time or times as of such date and (y) the representations and warranties contained in Section 3.06, which shall be true and correct as of the date hereof), and the Investor shall have received a certificate of the chief executive officer of the Company, dated as of the Closing Date, certifying to that factstated therein. (bii) The Company shall have performed in obtained all material respects consents and approvals from and shall have made all of its covenants filings and obligations in this Agreement that are registrations with, any person, including but not limited to any Governmental Authority necessary to be performed obtained or made in order to consummate the transactions contemplated by this Agreement. (iii) The Company shall have issued certificates evidencing the Shares and the Warrants in accordance with Section 2.3, and executed and delivered to the Investor a receipt of payment of the Purchase Price. (iv) Since June 30, 1998, no Sports Holdings Material Adverse Effect shall have occurred. (v) The Investor and its special counsel shall have received copies of such documents and papers as it or they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to the Investor and its special counsel. (vi) All costs and expenses of the Investor and its special counsel shall have been paid (or will be paid at or prior to the Closing (excluding any covenants or obligations under as defined in the Acquisition Agreement) in accordance with Section 5.01(d), 5.02 or 5.07), and the Investor shall have received a certificate of a senior officer of the Company, dated as of the Closing Date, certifying to that fact8.3. (c) The New Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (dvii) The Investor shall have received a written opinion, dated the Closing Date, legal opinion from Xxxxx Xxxx & Xxxxxxxx LLP, as counsel to the Company, as Company in form and substance reasonably satisfactory to the validity of the New Shares, in the form attached hereto as Exhibit B. (e) The Company shall have taken all action necessary to constitute the Global Operations and Technology Committee and appoint the Investor Director (as defined in the Investor Agreement Amendment) as a member of such committee, in each case subject to the occurrence of the ClosingInvestor. (f) The Company shall have duly executed and delivered to the Investor the Investor Agreement Amendment.

Conditions to Obligation of the Investor. The effectiveness of this Agreement and the obligation of the Investor to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following further conditions: (ai) The the representations and warranties of the Company contained set forth in this Agreement Section 3(a) and Section 4 above shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of in all material respects at the Closing Date (except for (x) such other than representations or and warranties made as of the date hereof or as of another a specified date, which shall be true and correct in all material respects as of such date and the specified date); (yii) the Existing Shareholder shall have delivered to the Investor a certificate to the effect that each of the conditions specified above in Section 8(a)(i) is satisfied in all respects (with respect to the representations and warranties contained set forth in Section 3.06, which 3(a)); (iii) the Company shall be true and correct as have delivered to the Investor a certificate to the effect that each of the date hereofconditions specified above in Section 8(a)(i) is satisfied in all respects (with respect to the representations and warranties set forth in Section 4); (iv) there shall not be any final injunction, and judgment, order, decree, or ruling in effect that in any case could (i) prevent, make illegal or restrain the consummation of, or materially alter any of the transactions contemplated by this Agreement, or (ii) cause the issue of the Subscription Shares as contemplated by this Agreement to be rescinded, cancelled or declared void following their issue; (v) the Parties shall not have received any notice that any action, suit, investigation or proceeding shall have been instituted or threatened that is reasonably likely to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby; (vi) the Investor shall have received from the Company and the Existing Shareholder a certificate of the chief executive an authorized officer of the Company, dated as each of the Closing Date, certifying to that fact. (b) The Company shall have performed in all material respects all of its covenants and obligations in this Agreement that are to be performed at or prior to the Closing (excluding any covenants or obligations under Section 5.01(d), 5.02 or 5.07), and the Investor shall have received a certificate of a senior officer of the Company, dated as of the Closing Date, certifying to that fact. (c) The New Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) The Investor shall have received a written opinionExisting Shareholder, dated the Closing Date, from Xxxxx Xxxx & Xxxxxxxx LLPin form and substance reasonably satisfactory to the Investor, as counsel to (i) the resolutions of the board of directors or other applicable governing body of the Company and the Existing Shareholder, as the case may be, authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the authorized representatives of the Company and the Existing Shareholder, as the case may be, executing this Agreement; (vii) the Existing Shareholder and the Company, as applicable, shall have received consents, in form and substance reasonably satisfactory to the validity of the New SharesInvestor, in the form attached hereto as Exhibit B. (e) The Company shall have taken all action necessary to constitute the Global Operations and Technology Committee and appoint the Investor Director (as defined in the Investor Agreement Amendment) as a member of such committee, in each case subject to the occurrence transactions contemplated hereby from the other parties to all contracts, leases, agreements and permits to which a Relevant Company or any Subsidiary of the Closing. (f) The a Relevant Company, as applicable, is a party or by which a Relevant Company shall have duly executed or any Subsidiary of a Relevant Company or any of their respective assets or properties is affected and delivered to the Investor the Investor Agreement Amendment.which are specified in Section 8(a)