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

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing with respect to the Seller is subject to the satisfaction, on or prior to the Closing of each the following conditions, any or all of which may be waived by the Purchaser in its sole discretion: (a) The Seller shall have performed in all respects all of their obligations hereunder required to be performed by them on or prior to the Closing. (b) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing, as if made at and as of such date. (c) All conditions to the closing of the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurred. (d) All of the documents to be delivered by the Seller to the Purchaser pursuant to Article ‎1.04(b) shall have been delivered to the Purchaser on or before the Closing. (e) The Seller shall have received all of the consents, authorizations and approvals that are required under applicable law or the Company’s Corporate Documents for the consummation of the transactions contemplated by this Agreement. (f) No action, suit, litigation, arbitration, proceeding or investigation shall been instituted, be pending or be threatened against the Seller with regard to the transactions contemplated by this Agreement. (g) The Seller shall have provided the Purchaser with a Tax Withholding Certificate with respect to the Seller exempting the Purchaser from withholding tax in respect of the Purchase Price obtained from the ITA, or, to the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing with respect to the Seller Acquisition is subject to the satisfaction, on satisfaction (or prior to the Closing of each the following conditions, any or all of which may be waived waiver by the Purchaser in its sole discretion) of the following further conditions: (a) The Seller shall have performed in all respects all Each of their obligations hereunder required to be performed by them on or prior to the Closing. (b) The representations and warranties of the Seller contained set forth in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects as of the Effective Date at and as of the Closing, Closing Date as if made at and as of the Closing Date (in each case, without taking into account any Seller Disclosure Schedule Supplement, other than to Section 4.8(a)(i) of the Seller Disclosure Schedule, which may be modified to reflect the transfer of Real Property Assets in accordance with Section 6.1 hereof ), except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and the Purchaser shall have received a certificate signed on behalf of the Seller by an officer of the Seller to such effect. (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; and Purchaser shall have received a certificate signed on behalf of the Seller by an officer of the Seller to such effect. (c) All conditions Purchaser shall have received (i) copies of the existing title insurance policies issued by First American on January 27, 2006, insuring good and marketable fee simple title to the closing ShopKo Real Property and the Pamida Real Property and insuring an aggregate value of $700 million, together with updated commitments issued by First American to provide such additional endorsements to such existing title policies as Purchaser may reasonably request, and (ii) in Purchaser’s discretion, one or more title policies or commitments issued by First American insuring good and marketable leasehold title to the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurredLeased Real Properties, subject only to Permitted Liens. (d) All There shall not have occurred any event, whether by casualty, condemnation or otherwise, that materially and adversely affects the value of the documents Real Property Assets (after application of any and all insurance proceeds confirmed by insurers to be delivered by the Seller to the Purchaser pursuant to Article ‎1.04(b) shall have been delivered to the Purchaser on or before the Closingpayable in respect thereof), taken as a whole. (e) The Seller There shall not have received all occurred any material adverse change in the condition (financial or otherwise), earnings, business or operations of the consents, authorizations and approvals that are required under applicable law ShopKo OpCo or the Company’s Corporate Documents for the consummation of the transactions contemplated by this AgreementPamida OpCo. (f) No actionThe Seller shall have delivered to Purchaser the Audited Financial Statements, suitwhich shall contain an unqualified audit opinion, litigationand the EBITDAR Ratio, arbitrationcalculated on a trailing 12 month basis as of January 29, proceeding or investigation 2006, shall been instituted, be pending or be threatened against the Seller with regard at least 1.50 to the transactions contemplated by this Agreement1. (g) The Seller Purchaser shall have provided the Purchaser with a Tax Withholding Certificate received an opinion from Xxxxxx, Xxxxx & Xxxxxxx LLP with respect to the Seller exempting matters set forth in Exhibit C, subject to customary exceptions and qualifications. (h) If the Purchaser from withholding tax in respect of shall not have received the Purchase Price obtained from Audited Financial Statements on or before May 31, 2006, then there shall not have occurred a material disruption of, or material adverse change in, the ITAcurrent financial, orbanking or capital market conditions such that the lenders under the ShopKo Loan Commitment refuse, on that basis, to fund the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax loan. (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then i) The Seller shall transfer have caused Wachovia to Purchaser cash in deliver the Wachovia Release. (j) The Seller or its Subsidiaries shall have entered into an amount equivalent Indenture supplement, assigning the Senior Notes to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961Shopko OpCo.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing with respect to the Seller is subject to the satisfaction, on or prior to the Closing satisfaction of each the following further conditions, any or all of which may be waived by the Purchaser in its sole discretion:. (ai) The Seller shall have performed in all material respects all of their its obligations hereunder required to be performed by them it on or prior to Closing Date, (ii) the Closing. (b) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all respects as of the Effective Closing Date with the same effect as though such representations and as of the Closing, as if warranties had been made at on and as of such datetime, other than representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and other than the representations and warranties set forth in Section 3.5 with respect to capitalization which shall be updated pursuant to Section 5.8; and (iii) the Purchaser shall have received a certificate duly executed by an authorized officer of the Seller to the foregoing effect. (b) Purchaser shall have received the stock books, stock ledgers, minute books and corporate seal of the Company and its Subsidiaries. (c) All conditions Purchaser shall have received such documentation as may be reasonably satisfactory to Purchaser evidencing the closing cancellation of any and all options or other rights to acquire from the Company or any Subsidiary any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurredCompany or any Subsidiary. (d) All Purchaser shall have received with respect to the Company and each of its Subsidiaries (i) a copy of its certificate or articles of incorporation, including all amendments, certified by the Secretary of State or other appropriate official of the jurisdiction of its incorporation, (ii) certificates from the Secretary of State or other appropriate official of the jurisdiction of its incorporation to the effect that such person is in good standing or subsisting in such jurisdiction, listing all charter documents to be delivered of such person on file, (iii) a certificate, dated the Closing Date and executed by the Seller Secretary or an Assistant Secretary of the Company, in form and substance customary for transactions of this type, and (iv) Tax clearance certificates or similar documents issued by the taxing authorities in each of the states in which the Company and its Subsidiaries are subject to Tax certifying that each company has paid all Taxes that are due and payable as of a date as close as practicable to the Purchaser pursuant to Article ‎1.04(b) shall have been delivered to the Purchaser on or before the ClosingClosing Date. (e) The Seller Purchaser shall have received all (i) a copy of the consentscertificate of articles of incorporation, authorizations and approvals that are required under applicable law or the Company’s Corporate Documents for the consummation including all amendments, of the transactions contemplated Seller certified by this Agreementthe Secretary of State or other appropriate official of the State of Delaware and (ii) certificates from the Secretary of State or other appropriate official of the State of Delaware to the effect that the Seller is in good standing or subsisting in such jurisdiction, listing all charter documents of the Seller on file. (f) No actionThe Non-Compete Agreement, suitin the form of Exhibit E-1, litigation, arbitration, proceeding or investigation shall have been instituted, be pending or be threatened against executed with the Seller with regard to the transactions contemplated by this AgreementSeller. (g) The Seller Purchaser shall have provided received written acknowledgement and affirmation from the Purchaser with a Tax Withholding Certificate with respect Seller of (i) the existence and effectiveness of that certain (A) Guarantee Agreement dated February 12, 1998, (B) Indemnity, Subrogation and Contribution Agreement dated February 12, 1999, and (C)Security Agreement dated February 12, 1998 (collectively, the "Related Collateral Documents"), each given by each of the Consolidated Allied Entities for the benefit of the creditor(s) under Magellan's bank credit agreement, and (ii) of the obligations of Allied and its Subsidiaries, including the Company, to become signatories to the Seller exempting the Related Collateral Documents; (h) Purchaser from withholding tax in respect shall have received HSR approval and an original of each of the Purchase Price obtained from consents, approvals or waivers set forth on Schedules 3.3 (a), 3.3(b), 4.3(a) and 4.3(b); (i) Purchaser shall have received the ITAOpinion of the Seller's Counsel dated as of the Closing Date, orsubstantially in the form attached hereto as Exhibit F; (j) Purchaser shall have completed, to the extent that Seller does not obtain a Purchaser's satisfaction, its Tax Withholding Certificate that exempts due diligence review of the Company, its Subsidiaries and the Retained Business Units, the results of which are satisfactory to the Purchaser from withholding tax in all material respects, in the Purchaser's discretion; and (i.e. either Purchaser needs to withhold k) The Board of Directors of Magellan shall have approved the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash transactions contemplated in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961this Agreement.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing with respect to the Seller is subject to the satisfaction, on or prior to the Closing satisfaction of each the following further conditions, any or all of which may be waived by the Purchaser in its sole discretion: (ai) The Seller shall have performed in all respects all of their obligations hereunder required to be performed by them on or prior to the Closing. (b) The representations Fundamental Company Representations and warranties of the Seller contained in this Agreement Warranties shall be true and correct in all respects as of the Effective Date on and as of the Closing, Closing Date as if though made at on and as of the Closing Date; (ii) the representations and warranties of the Company (other than the Fundamental Company Representations) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iii) the representations and warranties of the Company (other than the Fundamental Company Representations) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; (v) there shall have been no Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by an authorized officer of the Company to the foregoing effect. (b) The Company shall have procured that the Purchaser Director be appointed or elected as a director of the Board at the Closing, and the Purchaser shall have received a duly certified true and complete copy of the register of directors of the Company, evidencing such dateappointment. (c) All conditions The Purchaser shall have received an opinion, dated the Closing Date, of Conxxxx Xxlx & Peaxxxx, Xayman Islands counsel for the Company, in form and substance reasonably satisfactory to the closing of the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurredPurchaser. (d) All The Purchaser shall have received an opinion, dated the Closing Date, of Han Kun Law Offices, PRC counsel for the documents to be delivered by the Seller Company, in form and substance reasonably satisfactory to the Purchaser pursuant to Article ‎1.04(b) shall have been delivered to the Purchaser on or before the ClosingPurchaser. (e) The Seller Purchaser shall have received all of documents referred to in Section 5.01(b), and the consents, authorizations and approvals that are required under applicable law or the Company’s Corporate Documents for the consummation of the transactions contemplated by this AgreementFPI Exemption shall be in effect. (f) No action, suit, litigation, arbitration, proceeding or investigation The Company and any other parties thereto shall been instituted, be pending or be threatened against have duly executed and delivered the Seller with regard to Investor Rights Agreement and the transactions contemplated by this AgreementDirector Indemnity and the Purchaser shall have received such executed counterparts thereof. (g) The Seller Company shall have provided duly executed and delivered the Business Cooperation Agreement and the Purchaser shall have received such executed counterparts thereof. (h) The Repurchase shall consummate, or shall have been consummated, substantially concurrently with a Tax Withholding Certificate with respect to the Seller exempting the Purchaser from withholding tax in respect of the Purchase Price obtained from the ITA, or, to the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961Closing.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing with respect to the Seller is subject to the satisfaction, on or prior to the Closing satisfaction of each the following conditions, any or all of which may be waived by the Purchaser in its sole discretion: (a) The Seller shall have performed in all respects all each of their obligations hereunder required to be performed by them on or prior to the Closing. (b) The representations and warranties set forth made by the Seller in Section 4 (other than those made as of a specified date earlier than the Closing Date) shall be true and correct in all material respects on and as of the Seller date of this Agreement, and on the Closing Date as though such representation and warranty was made on and as of the Closing Date, and any representation or warranty contained in this Agreement Section 4 made as of a specified date earlier than the Closing Date shall have been true and correct in all material respects on and as of such earlier date; provided that to the extent that any such representation or warranty is qualified as to materiality pursuant to the terms of such representation or warranty, such representation or warranty shall be true and correct in all respects as of the Effective date of this Agreement and the Closing Date and unless such representation or warranty was made as of a specified date earlier than the ClosingClosing Date, as if made at in which case such representation and warranty shall be true and correct in all respects on and as of such earlier date.; (b) the Seller will have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) All conditions to there shall not be in effect on the closing of the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurred. (d) All of the documents to be delivered by the Seller to the Purchaser pursuant to Article ‎1.04(b) shall have been delivered to the Purchaser on Closing Date any Order or before the Closing. (e) The Seller shall have received all of the consentsLaw restraining, authorizations and approvals that are required under applicable law enjoining or the Company’s Corporate Documents for otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. (f) No actionAgreement or the Ancillary Agreements; provided that Purchaser shall use its commercially reasonable efforts to cause any such Order or Law to be vacated or lifted, suit, litigation, arbitration, proceeding or investigation and there shall been instituted, not be pending on the Closing Date any Action or Proceeding in, before or by any Governmental Entity which would reasonably be threatened against expected to result in the Seller with regard to issuance of any such Order or the enactment, promulgation of any Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. (g) The Seller shall have provided Agreement or the Purchaser with a Tax Withholding Certificate with respect to Ancillary Agreements by the Seller exempting the Purchaser from withholding tax in respect of the Purchase Price obtained from the ITA, or, to the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961.Seller;

Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing with respect to the Seller transactions contemplated by this Agreement is subject to the satisfaction, on satisfaction (or prior to waiver by the Closing Purchaser) of each the following further conditions, any or all of which may be waived by the Purchaser in its sole discretion: (a) The Seller representations and warranties of the Sellers set forth in this Agreement shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, except (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, (ii) for changes contemplated by this Agreement, or (iii) where the breach of such representations or warranties would not have a Material Adverse Effect, disregarding for this purpose any qualifications in such representation and warranty as to materiality or Material Adverse Effect. (b) The Sellers shall have performed or complied in all material respects with all of their obligations hereunder and covenants required by this Agreement to be performed or complied with by them on the Sellers at or prior to the Closing. (bc) The representations and warranties of the Seller contained in this Agreement Purchaser shall be true and correct in all respects have received a certificate dated as of the Effective Closing Date and as signed on behalf of the Closing, as if made at and as of such date. (c) All conditions Sellers to the closing of effect that the Series B Financing shall conditions set forth in Sections 7.2(a) and (b) have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurredsatisfied. (d) All The Sellers shall have procured all of the third party consents specified on Schedule 7.2(d) of the Sellers Disclosure Schedule. (e) Since the date hereof, there shall not have occurred and be continuing a material disruption of the financial, banking or capital markets that (i) results in LBC, Crystal Financial LLC (“Crystal”), and SunTrust not funding their respective portions of the Debt Financing (other than any failures to fund in amounts that the Fund has agreed to fund pursuant to the Equity Financing Commitment) and (ii) prevents the Purchaser from obtaining from other sources debt financing in lieu of that committed by LBC, Crystal, and SunTrust. (f) The Sellers shall have delivered all agreements and other documents required to be delivered by the Seller to the Purchaser Sellers pursuant to Article ‎1.04(bSection 3.2. (g) The Sellers shall have been delivered to the Purchaser copies of the certificate of good standing of each Seller issued on or soon before the ClosingClosing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization. (eh) The Seller Sellers shall have received all delivered to the Purchaser a certificate of the consentssecretary or an assistant secretary of each Seller, authorizations dated the Closing Date, in form and approvals that are required under applicable law or substance reasonably satisfactory to the Company’s Corporate Documents for Purchaser, as to: (i) the consummation certificate of incorporation of such Seller; (ii) the bylaws of such Seller; (iii) the resolutions of the board of directors (or a duly authorized committee thereof) of such Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency of the officers of such Seller executing this Agreement or any other agreement contemplated by this Agreement. (fi) No action, suit, litigation, arbitration, proceeding The Purchaser may waive any condition specified in this Section 7.2 if it executes a writing so stating at or investigation shall been instituted, be pending or be threatened against the Seller with regard prior to the transactions contemplated by this AgreementClosing. (g) The Seller shall have provided the Purchaser with a Tax Withholding Certificate with respect to the Seller exempting the Purchaser from withholding tax in respect of the Purchase Price obtained from the ITA, or, to the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961.

Conditions to Obligation of the Purchaser. The obligation of the Purchaser hereunder to consummate purchase the Closing with respect to the Seller [Mortgage Loans][Assets] is subject to the satisfaction, on or prior to the Closing of each the following conditions, any or all of which may be waived by the Purchaser in its sole discretionto: (a) The Seller shall have performed accuracy in all material respects of all of their obligations hereunder required to be performed by them on or prior to the Closing. (b) The representations and warranties of the Seller contained under this Sales Agreement, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Sales Agreement; (b) The Purchaser shall have received, or the Purchaser's attorneys shall have received, in this Agreement escrow (to be released from escrow at the time of closing), the following documents (collectively, the "Closing Documents") in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (i) A Bill xx Sale substantially in the form of Exhibit A hereto; (ii) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 8(f) below, each of which shall be true acceptable to the Purchaser, its counsel, the Underwriter, its counsel, and correct the Rating Agencies (it being understood that such opinions shall expressly provide that the Trustee shall be entitled to rely on such Opinions of Counsel); (iii) The Servicing Agreement described in all respects as Section 10 hereof;] (iv) A letter from ____________________ dated the date hereof containing in substance the information required by Section ____ of the Effective Date and as Underwriting Agreement; and (v) A certificate dated the date hereof from the Seller's chief financial officer or an officer of the Closing, as if made at Seller who is knowledgeable about the Seller's financial and as of such date. (c) All conditions to accounting matters stating that the closing transfer of the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurred. (d) All of the documents to be delivered by Mortgage Loans from the Seller to the Purchaser pursuant to Article ‎1.04(bthis Sales Agreement will be classified as a sale of the Seller's interest in the Mortgage Loans under generally accepted accounting principles. (c) The Seller shall have delivered to the Custodian, in escrow, all documents [(including, without limitation, the Security Instrument assigned by the Seller in blank or to the Trustee or Custodian and the Mortgage Note endorsed in blank or to the Trustee or Custodian with respect to each Mortgage Loan)] required to be delivered hereunder and shall have released its interest therein to the Purchaser or its designee; (d) All other terms and conditions of this Sales Agreement shall have been delivered to the Purchaser on or before the Closing.complied with; (e) The Seller shall have received all purchase by the Underwriter of the consents, authorizations and approvals that are required under applicable law or Underwritten Securities pursuant to the Company’s Corporate Documents for the consummation terms of the transactions contemplated Underwriting Agreement, and the purchase by this _______ of the Class __ Securities pursuant to the _________ Purchase Agreement.; and (f) No action, suit, litigation, arbitration, proceeding or investigation shall been instituted, be pending or be threatened against The receipt of written confirmation from each of _______________ and from ________________ that it has assigned the Seller with regard to ratings shown in the transactions contemplated following table: Class of Securities Rating by this Agreement. (g) The Seller shall have provided the Purchaser with a Tax Withholding Certificate with respect to the Seller exempting the Purchaser from withholding tax in respect of the Purchase Price obtained from the ITA, or, to the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961.Rating by ------------------- --------- --------- -- -- -- -- -- -- -- -- -- -- -- --