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

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived on behalf of the Seller in writing by the Company): (a) the Purchaser shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing; (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Ancillary Documents; (e) each of the documents to be delivered by the Purchaser pursuant to Section 5.3 shall have been so delivered by the Purchaser at the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 4 above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by Closing Date (as though made then and as though the Company):Closing Date were substituted for the date of this Agreement); (aii) the Purchaser shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (ciii) there shall not be no any injunction, judgment, order, decree, ruling or ruling charge in effect preventing consummation of any of the transactions contemplated by any Governmental Authority nor any this Agreement, and no action, suit, claim or proceeding by or shall be pending before any Governmental Authority shall be pending, which seeks to restrain, prevent prohibit or materially delay or restructure enjoin the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement or the Ancillary DocumentsAgreement; (eiv) the Purchaser shall have delivered to the Seller a certificate to the effect that each of the documents to be delivered by conditions specified above in Section 9(b)(i) and (ii) has been satisfied in all respects; (v) the Purchaser pursuant to Section 5.3 shall have been delivered to the Seller all of the items under Section 2(f) herein. The Seller may waive any condition specified in this Section 9(b) if they execute a writing so delivered by the Purchaser stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by him in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 5 above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (biii) the representations and warranties of the Purchaser contained in this Agreement no action, suit, or proceeding shall be true and correct as pending before any court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, which need only be true and correct as of such date or with respect to such period); (c) there shall be no judgment, order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentruling, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documents;transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (eiv) each of the documents all actions to be delivered taken by the Purchaser pursuant in connection with consummation of the transactions contemplated hereby or by the Asset Purchase Agreement and all certificates, agreements, instruments, and other documents required to Section 5.3 effect the transactions contemplated hereby or thereby shall have been taken and/or delivered in form and substance reasonably satisfactory to the Seller. The Seller may waive any condition specified in this Section 6(b) if he executes a writing so delivered by the Purchaser stating at or prior to the Closing. The parties hereto agree in good faith to exercise all reasonable efforts and to do everything reasonably necessary to cause the contemplated transactions to be consummated. If the transactions contemplated by this Agreement have not been consummated by November 30, 2004, then this Agreement shall become null and void and of no further force and effect, unless the parties hereto agree to an extension in writing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 3 above shall be waived on behalf true and correct in all respects at and as of the Seller in writing by Closing Date as though made on and as of the Company):Closing Date; (aii) the Purchaser Buyers shall have performed and complied with all obligations and agreements required to be performed and complied with by it of their covenants hereunder on or prior to in all respects through the Closing; (biii) the representations and warranties of the Purchaser contained in this Agreement no action, suit, investigation, inquiry or other proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction wherein an unfavorable judgment, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree, or ruling by any Governmental Authority nor any actionstipulation, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentinjunction, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or impose damages or penalties upon any of the Ancillary DocumentsParties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (eiv) the Buyers shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise except as provided in the representation itself) to the effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) each of the documents to be delivered by the Purchaser pursuant to Section 5.3 Assignment Applications shall have been so delivered approved by a Final Order of the Purchaser at FCC and the Closing.Buyers shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vi) the relevant parties shall have entered into the Postclosing Agreement; and

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 4 above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser EMAC shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (biii) the representations and warranties of the Purchaser contained in this Agreement no action, suit, or proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, which need only be true and correct as of such date or with respect to such period); (c) there shall be no judgment, order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentruling, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, or charge shall be in effect); (eiv) each of WP-D shareholder approval if WP-D elects to submit the documents to be delivered by transaction for such approval; and (v) The Seller and the Purchaser pursuant to Section 5.3 Buyer shall have been received all other authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in Section 3(c) and Section 4(c) above; (vi) receipt by Seller of all schedules and exhibits to this agreement on or before October 14, 2001 and approval thereof by Seller not later than October 22, 2001 with final schedules and exhibits without material changes received by Seller prior to the Closing. The Buyer may waive any condition specified in this Section 6(b) if it executes a writing so delivered by the Purchaser stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 3 above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of their covenants hereunder on or prior to in all material respects through the Closing; (biii) the representations and warranties of the Purchaser contained in this Agreement no action, suit, or proceeding shall be true and correct as pending or threatened before any court or quasijudicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction wherein an unfavorable judgment, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree, or ruling by any Governmental Authority nor any actionstipulation, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentinjunction, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (eiv) the Buyer shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(b)(i)-(iii) is satisfied in all respects; (v) each of the documents to be delivered by the Purchaser pursuant to Section 5.3 Transfer Applications shall have been so delivered approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vi) the Company shall have entered into the Bonus Agreements; and (vii) all actions to be taken by the Purchaser Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived on behalf of the Seller in writing by the Company):conditions: (a) the representations and warranties set forth in Section 5 will be true and correct in all material respects at and as of the Closing Date; (b) the Purchaser shall will have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall will not be no any action, suit or proceeding pending or threatened before any Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, charge would (i) prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or any Ancillary Agreement or (ii) cause any of the transactions contemplated by this Agreement or any Ancillary DocumentsAgreement to be rescinded following consummation. (d) the Purchaser will have delivered to the Seller a certificate to the effect that each of the conditions specified above is satisfied in all respects; (e) each all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act will have expired or otherwise been terminated without the objection of any of the documents to be delivered by relevant federal authorities; (f) the Purchaser pursuant will have executed and delivered to the Seller the documents identified in Section 5.3 shall have been so delivered by 3.3; and (g) the Purchaser will have delivered to the Seller the Purchase Price. The Seller may waive any conditions specified in this Section 9.2, other than Section 9.2(e), if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions (any of which may conditions. the representations and warranties set forth in Section 4(a) above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by Closing Date; the Company): (a) the Purchaser Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (b) the representations and warranties of the Purchaser contained in this Agreement ; no action, suit, or proceeding shall be true and correct as pending or threatened before any Court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction wherein an unfavorable judgment, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree, stipulation, injunction or ruling by charge would (A) prevent consummation of any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure of the transactions contemplated hereby or by this Agreement; (B) cause any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect) or (C) affect adversely in any material respect the right of the Sellers to own the Buyer's Shares (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); the Buyer shall have delivered to the Sellers a copy of the resolutions of the Board of Directors or the Ancillary Documents; (e) each Executive Committee of the documents to be delivered by Buyer authorizing the Purchaser transactions contemplated pursuant to this Agreement, which resolutions shall be certified by an officer of the Buyer; and the Seller may waive any condition specified in this Section 5.3 shall have been 6(b) if they execute a writing so delivered by the Purchaser stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any i) the receipt by Seller by the Closing Date of which may approval of this transaction from Seller's shareholders, either by unanimous consent or by majority vote after a shareholder meeting, and the representations and warranties set forth in Sec. 3(b) above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (biii) the representations and warranties of the Purchaser contained in this Agreement no third party action, suit, or proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, which need only be true and correct as of such date or with respect to such period); (c) there shall be no judgment, order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentruling, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (eiv) the Buyer shall have delivered to the Seller a certificate to the effect that each of the documents to be delivered by the Purchaser pursuant to Section 5.3 conditions specified above in Sec. 7(b)(i)- (iii) is satisfied in all respects; (v) Buyer shall have been so delivered by received all authorizations, consents, and approvals of governments and governmental agencies referred to in Sec. 3(a) (ii), Sec. 3(b)(ii), and Sec. 4(c) above; (vi) the Purchaser at Seller shall have received from counsel to the ClosingBuyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to the Seller, and dated as of the Closing Date.

Conditions to Obligation of the Seller. The obligation of the Seller Entities to consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 3(b) above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements of the covenants of the Buyer hereunder that are required to be performed and or complied with by it hereunder on or prior to the Closing; (biii) the representations and warranties Buyer shall have delivered to the Seller Entities a certificate to the effect that each of the Purchaser contained conditions specified above in this Agreement shall be true Sections 7(b)(i) and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period)ii) is satisfied in all respects; (civ) there no action, suit, or proceeding shall be no 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 ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, charge would (A) prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ev) each the Parties and the Company shall have received all of the documents Requisite Consents; (vi) all actions to be delivered taken by the Purchaser pursuant Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller Entities. The Seller Entities may waive any condition specified in this Section 5.3 shall have been 7(b) if they execute and deliver a writing so delivered by the Purchaser stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing written waiver of the following conditions (any of which may be waived on behalf of the Seller in writing by the Company):conditions: (a) the Purchaser Buyer shall have performed and complied with in all material respects all obligations and agreements required and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by it hereunder on or prior to or at the ClosingClosing Date. The representations and warranties of Buyer set forth in this Agreement shall be accurate in all material respects at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date except for any changes resulting from activities or transactions that may have taken place after the date hereof and that are permitted or contemplated by this Agreement or to the extent that any such representation and warranty is expressly made as of another specified date and, as to such representation or warranty, the same shall be true as of such specified date; (b) All statutory requirements for the representations and warranties valid consummation by Seller of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall be no order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal the transactions contemplated by this Agreement and the Acquisition shall have been fulfilled and all authorizations, consents and approvals, including all of the third-party consents specified in Section 3.5, and those of all federal, state, local and foreign governmental agencies, courts and regulatory authorities, required to be obtained in order to permit the consummation of the Acquisition and the transactions contemplated hereby shall have been obtained in form and substance reasonably satisfactory to Seller unless such failure shall not have a Material Adverse Effect on Seller; (c) No action, suit, or proceeding shall be pending or threatened against Seller, the Ancillary DocumentsCompany, the Subsidiary or Buyer before any Governmental Authority 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, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (d) Seller shall have received written releases, substantially in the form of Exhibit F hereto, from the persons specified in Disclosure Schedule 7.3(d), irrevocably releasing and discharging Seller and its Affiliates from any obligation to make any payment pursuant to any employment, bonus, retention or similar agreement in effect as of the date of this Agreement; (e) Buyer shall have delivered to Seller a certificate to the effect that each of the documents to be delivered by the Purchaser pursuant to Section 5.3 conditions specified in Sections 7.3(b)-(d) has been satisfied in all respects; (f) Xxxxx shall have been so executed and delivered by the Purchaser at Escrow Agreement substantially in the Closingform of Exhibit B; and (g) Buyer shall have offered employment agreements, substantially in the form of Exhibit E to those persons listed in Disclosure Schedule 7.3(d).

Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated hereby shall be by this Agreement is subject to the satisfaction on (or prior to the Closing of the following conditions (any of which may be waived on behalf of the Seller waiver in writing by the Company):Seller in its sole discretion) at or before the Closing of each of the following conditions: (a) the Purchaser shall have performed and complied with all obligations and agreements required to be performed and complied with by it hereunder on or prior to the Closing; (b) the The representations and warranties of the Purchaser contained set forth in this Agreement Article 4 shall be true and correct in all material respects (except for those representations and warranties which are qualified by “materiality”, “Material Adverse Effect” or a similar standard, in which case each such portion of such representation and warranty shall be true and correct in all respects) as of the date hereof and as of the Closing Date as if though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any representation or warranty expressly made as of such a specified date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only shall be true and correct on and as of such date date. (b) The Buyer shall have performed and complied in all material respects with all covenants and obligations required under this Agreement to be performed or complied with respect by the Buyer at or prior to such period);the Closing. (c) there The Buyer shall have delivered all documents required to be no order, decree, or ruling delivered by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks it at the Closing pursuant to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality of any such transactions;Section 6.5 hereof. (d) there No Proceeding shall be no statutepending or, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would Buyer’s knowledge, threatened before any Governmental Body seeking to restrain, prohibit or, render illegal the transactions contemplated by or obtain damages or other relief in connection with this Agreement or the Ancillary Documents; (e) each consummation of the documents to be delivered by the Purchaser pursuant to Section 5.3 transactions contemplated hereby, and no investigation or inquiry shall have been so delivered made or commenced by the Purchaser at the Closingany Governmental Body in connection with this Agreement or such transactions.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Article 4 above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing, including but not limited to those set forth in Articles 2 and 5 above; (biii) the representations and warranties of the Purchaser contained in this Agreement no action, suit, or proceeding shall be true and correct as pending before any court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, which need only be true and correct as of such date or with respect to such period); (c) there shall be no judgment, order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentruling, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (eiv) the Buyer shall have delivered to the Seller a certificate to the effect that each of the documents to be delivered by conditions specified above in Section 6.2(i)-(iii) is satisfied in all respects; (v) the Purchaser pursuant to Section 5.3 relevant Persons shall have been entered into, executed and delivered the Noncompetition Agreements, Employment Agreements, Releases and the other agreements referred to in Article 2 above, and the same shall be in full force and effect; and (vi) the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit H attached hereto, addressed to the Seller and dated as of the Closing Date; The Seller may waive any condition specified in this Section 6.2 if it executes a writing so delivered by the Purchaser stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in ss.2(b) above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (biii) the representations and warranties of the Purchaser contained in this Agreement no action or proceeding shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date pending before any court or only with respect to a specific period of timebefore any arbitrator wherein an unfavorable injunction, which need only be true and correct as of such date or with respect to such period); (c) there shall be no judgment, order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentruling, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation; (eiv) each the Parties and the Target shall have received all other material authorizations, consents, and approvals of governments and governmental agencies necessary for this transaction; (v) the relevant parties shall have entered into the Supply & Service Agreement in form and substance as set forth in EXHIBIT IV and the same shall be in full force and effect; and (vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered by reasonably satisfactory in form and substance to the Purchaser pursuant Seller. The Seller may waive any condition specified in this ss.6(b) if they execute a writing so stating at or prior to Section 5.3 shall have been so delivered by the Purchaser at the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived on behalf of the Seller in writing by the CompanySeller to the extent permitted by applicable law): (a) the Purchaser shall have performed and or complied in all material respects with all obligations and agreements required to be performed and or complied with by it the Purchaser hereunder on or prior to the ClosingClosing (including, without limitation, those specified in Section 1.4); (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as at the date of this Agreement and as of the date of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period)date; (c) there shall be no order, decree, or ruling by any federal, state, local, municipal, foreign or other government, or person, entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative or regulatory power or authority (each a “Governmental Authority Authority”), nor any action, suit, claim or proceeding by or before any Governmental Authority Authority, which shall be pending, or which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documenthereby, or which otherwise questions the validity or legality of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, or render illegal the transactions contemplated by this Agreement or the Ancillary DocumentsAgreement; (e) the Company shall have accepted the legal opinion from Seller’s counsel that is referenced in Section 2.8(a)(y)(ii)(A) of the IXX or waived the requirement that an opinion be delivered; and (f) Purchaser shall have provided the Seller with an officer’s certificate in substantially the form attached as Exhibit A hereto. (g) Purchaser shall have executed and delivered a signature page to each of the documents to be delivered by the Purchaser pursuant to Section 5.3 shall have been so delivered by the Purchaser at the ClosingExisting Company Investor Documents.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived on behalf of the Seller in writing by the Company):conditions: (a) the Purchaser representations and warranties of the Buyer contained in Section 3.2 hereof shall be true and correct when made and as of the Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date); Table of Contents (b) the Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to through the Closing; (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period); (c) there shall not be no any injunction, judgment, order, decree, ruling, or ruling by charge in effect preventing consummation of any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure of the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality of any such transactionsthis Agreement; (d) there the Buyer shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable have delivered to the transactions contemplated hereby which would prohibit or, render illegal Seller an officer’s certificate to the transactions contemplated by this Agreement or effect that each of the Ancillary Documentsconditions specified in subsections 7.2(a)-(c) is satisfied in all respects; (e) each of all necessary filings and notifications under the HSR Act shall have been made, including any required additional information or documents, and the waiting period referred to in the HSR Act applicable to the transaction shall have expired or been terminated; and any other governmental approvals have been received; (f) all third party consents required to effectuate the transaction under this Agreement have been received by the Seller on terms acceptable to the Seller; and (g) the Buyer shall be ready, willing and able to execute and deliver the documents and instruments required to be executed and delivered at the Closing by the Purchaser Buyer pursuant to Section 5.3 shall have been 2.4(b) hereof. The Seller may waive any condition specified in this Section 7.2 if it executes a writing so delivered by the Purchaser stating at or before the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller Entities to consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions conditions: (any of which may i) the representations and warranties set forth in Section 3(b) above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by the Company):Closing Date; (aii) the Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements of the covenants of the Buyer hereunder that are required to be performed and or complied with by it hereunder on or prior to the Closing; (biii) the representations and warranties Buyer shall have delivered to the Seller Entities a certificate to the effect that each of the Purchaser contained conditions specified above in this Agreement shall be true Sections 7(b)(i) and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period)ii) is satisfied in all respects; (civ) there no action, suit, or proceeding shall be no 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 ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, charge would (A) prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Document, or which otherwise questions the validity or legality consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ev) each of the documents to be delivered by the Purchaser pursuant to Section 5.3 Transition Services Agreement shall have been so delivered executed by the Purchaser Buyer; and (vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller Entities. The Seller Entities may waive any condition specified in this Section 7(b) if they execute and deliver a writing so stating at or prior to the Closing.

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction on or prior to the Closing of the following conditions (any of which may conditions: 5.2.1 the representations and warranties set forth in Section 4 above shall be waived on behalf true and correct in all material respects at and as of the Seller in writing by Closing Date; 5.2.2 the Company): (a) the Purchaser Buyer shall have performed and complied with all obligations and agreements required to be performed and complied with by it of its covenants hereunder on or prior to in all material respects through the Closing; (b) the representations and warranties of the Purchaser contained in this Agreement 5.2.3 no action, suit, or proceeding shall be true and correct as pending before any court or quasi-judicial or administrative agency of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date any federal, state, local, or only with respect to a specific period of timeforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, which need only be true and correct as of such date or with respect to such period); (c) there shall be no judgment, order, decree, or ruling by any Governmental Authority nor any action, suit, claim or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or by any Ancillary Documentruling, or which otherwise questions the validity or legality charge would (A) prevent consummation of any such transactions; (d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or, render illegal of the transactions contemplated by this Agreement or (B) cause any of the Ancillary Documentstransactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (e) 5.2.4 the Buyer shall have delivered to the Seller a certificate to the effect that each of the documents conditions specified above in Section 5.2.1 to 5.2.3 is satisfied in all respects; 5.2.5 the Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to the Seller, and dated as of the Closing Date; and 5.2.6 all actions to be delivered taken by the Purchaser pursuant Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 5.3 shall have been 5.2 if it executes a writing so delivered by the Purchaser stating at or prior to the Closing.