Common use of Conditions to Obligations of the Company and Sellers Clause in Contracts

Conditions to Obligations of the Company and Sellers. The obligations of the Company and Sellers to consummate the Purchase shall be subject to the satisfaction, at or prior to Closing, of each of the following further conditions, any of which may be waived in writing by the Stockholders Representative in its sole discretion: (a) (i) the representations and warranties of Buyer contained in this Agreement and in any certificated delivered by Buyer pursuant to this Agreement shall be true and correct both when made and as of the Closing Date (provided that if the representation or warranty expressly speaks as of a specified date, then such representation or warranty need only be true and correct as of such specified date), except where the failure of such representation or warranty to be true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”), “Material Adverse Effect” or “Material Adverse Change” set forth therein) would not, individually or in the aggregate, impair the ability of Buyer to consummate, or prevent or delay, any of the transactions contemplated by this Agreement; (ii) Buyer shall have performed, or complied with, in all material respects, all obligations and covenants under this Agreement required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and (iii) the Company shall have received a certificate signed by Buyer to the effect set forth in Section 7.3(a)(i) and (ii); and (b) Sellers shall have received counterpart signature pages to each of the Transaction Documents to which Buyer is a party executed by Buyer.

Conditions to Obligations of the Company and Sellers. The obligations of the Company and Sellers to consummate the Purchase transactions contemplated by this Agreement shall be subject to the satisfaction, at fulfillment on or prior to Closing, the Closing Date of each of the following further conditions, any of which may be waived in writing by the Stockholders Representative in its sole discretion: (a) (i) All the material representations and material warranties of Buyer contained in this Agreement and in any certificated delivered by Buyer pursuant to this Agreement shall be materially true and correct both when made on and as of the Closing Date (provided that as if the representation or warranty expressly speaks as of a specified date, then such representation or warranty need only be true made on and correct as of such specified date), except where the failure of such representation or warranty to be true and correct . (without giving effect to any limitation or qualification as to “materiality” (including the word “material”), “Material Adverse Effect” or “Material Adverse Change” set forth therein) would not, individually or in the aggregate, impair the ability of Buyer to consummate, or prevent or delay, any of the transactions contemplated by this Agreement; (iib) Buyer shall have performed, or performed and complied with, in with all material respects, all obligations covenants and covenants under this Agreement agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date; . (c) No legal proceeding filed by a Governmental Authority shall, on the Closing Date, be pending seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby. (d) Buyer has deposited the Good Faith Deposit with the escrow agent pursuant to Section 2 hereof and delivered the remainder of the Purchase Price to Sellers. (iiie) the Company Buyer shall have received a certificate signed executed and delivered the Registration Rights Agreement substantially in the form attached hereto as Exhibit A. (f) Buyer shall have delivered audited financial statements (e.g., balance sheet, income statement and statement of cash flows) of the Buyer for the fiscal year ended December 31, 2006 to Sellers. (g) Buyer shall have executed and delivered the Guaranty(s) to Sellers. (h) After the date of this Agreement, Sellers or their representatives shall not have become aware of any material adverse facts relating to the business, assets, results of operations, condition (financial or otherwise) of the Buyer other than material defects which can be reasonably cured by Buyer within 30 days after written notice thereof is provided to the effect set forth in Section 7.3(a)(i) and (ii); and (b) Sellers shall have received counterpart signature pages to each of the Transaction Documents to which Buyer is a party executed by BuyerRxxxxxxxxxx.

Conditions to Obligations of the Company and Sellers. The obligations obligation of the Company and Sellers to consummate the Purchase shall be Merger is subject to the satisfaction, at or prior to Closing, of each satisfaction of the following further conditions, any of which may be waived in writing by the Stockholders Representative in its sole discretion: (a) the Purchaser shall have obtained (iand shall have provided copies thereof to the Company) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Purchaser to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of Buyer contained the Purchaser set forth in this Agreement and in any certificated delivered by Buyer pursuant to this Agreement the Transaction Documents shall be true and correct both in all respects when made and shall be deemed to have been made again at and as of the Closing Date and shall then be true and correct in all respects (provided except that if the representation or warranty expressly speaks representations and warranties made as of a specified date, then such representation or warranty need only shall be true and correct only as of such specified date), except where and the failure Purchaser shall have delivered to the Company a certificate, signed by it, to such effect in form and substance satisfactory to the Company. (c) each of such representation or warranty the Purchaser and the Acquisition Subsidiary shall have performed in all respects each obligation and agreement to be true performed by it or them, and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”), “Material Adverse Effect” or “Material Adverse Change” set forth therein) would not, individually or in the aggregate, impair the ability of Buyer to consummate, or prevent or delay, any of the transactions contemplated by this Agreement; (ii) Buyer shall have performed, or complied with, in all material respects, all obligations and covenants under this Agreement respects each covenant required by this Agreement to be performed or complied with by it on or them at or prior to the Closing Date; Closing, and (iii) the Purchaser and the Acquisition Subsidiary shall have delivered to the Company shall have received a certificate certificate, signed by Buyer them, to such effect in form and substance satisfactory to the effect set forth in Section 7.3(a)(iCompany; (d) and no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii)) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and (be) Sellers the Purchaser and the Acquisition Subsidiary shall have delivered to the Company a copy of each written consent received counterpart signature pages from its board and stockholders, as the case may be, consenting to each of the Transaction Documents to which Buyer is a party executed by BuyerMerger.

Conditions to Obligations of the Company and Sellers. The obligations of the Company and the Sellers to consummate the Purchase transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or the Company’s waiver, at or prior to the Closing, of each of the following further conditions, any of which may be waived in writing by the Stockholders Representative in its sole discretion: (a) (i) the The representations and warranties of Buyer Parent and Acquisition Sub contained in this Agreement Agreement, the Ancillary Documents and in any certificated certificate or other writing delivered by Buyer pursuant to this Agreement hereto shall be true and correct both when made in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (provided except those representations and warranties that if the representation or warranty expressly speaks address matters only as of a specified date, then such representation or warranty need only the accuracy of which shall be true and correct determined as of such that specified datedate in all respects), except where unless the failure of such representation or warranty representations and warranties to be so true and correct would prevent the Closing. (without giving effect to any limitation or qualification as to “materiality” (including the word “material”), “Material Adverse Effect” or “Material Adverse Change” set forth thereinb) would not, individually or in the aggregate, impair the ability of Buyer to consummate, or prevent or delay, any of the transactions contemplated by this Agreement; (ii) Buyer Parent and Acquisition Sub shall have performed, or duly performed and complied with, in all material respectsrespects with all agreements, all obligations covenants and covenants under this Agreement conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Acquisition Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Parent, Acquisition Sub or the Company or any of its Subsidiaries which, if determined in a manner adverse to Parent, Acquisition Sub, the Company or such Subsidiary based on the requested relief of the counterparty to such Action, would prevent the Closing, and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.02 shall have been received, and executed counterparts thereof shall have been delivered to the Company at or prior to the Closing Date; and Closing. (iiie) The “waiting period” or comparable period under the Company HSR Act with respect to the transactions contemplated by this Agreement shall have received a certificate signed by Buyer to ended. (f) Parent shall have delivered each of the effect closing deliverables set forth in Section 7.3(a)(i) and (ii2.04(c); and (b) Sellers shall have received counterpart signature pages to each of the Transaction Documents to which Buyer is a party executed by Buyer.

Conditions to Obligations of the Company and Sellers. The obligations of the Company and Sellers each Seller to consummate the Purchase shall be transactions contemplated by this Agreement are subject to the satisfaction, satisfaction or waiver (if permitted by applicable Law) at or prior to Closing, the Closing of each of the following further conditions, any of which may be waived in writing by the Stockholders Representative in its sole discretion: (ai) The representations and warranties of Buyer set forth in Sections 6.1, 6.2, and 6.8 must be true and correct in all respects (iwithout giving effect to any materiality or material adverse effect qualifications contained therein) as of the date hereof and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such specified date) and (ii) the representations and warranties of Buyer contained set forth in this Agreement ARTICLE VI other than those set forth in Sections 6.1, 6.2, and in any certificated delivered by Buyer pursuant to this Agreement shall 6.8 must be true and correct both when made in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) as of the date hereof and as of the Closing Date (provided that if except to the representation or warranty extent expressly speaks made as of a specified date, then such representation or warranty need only be true and correct in which case as of such specified date), except where the failure of such representation or warranty to be true and correct would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (without giving effect b) Buyer must have performed in all material respects all obligations required to any limitation be performed by it under this Agreement on or qualification as prior to “materiality” (including the word “material”)Closing, “Material Adverse Effect” or “Material Adverse Change” set forth therein) would not, individually or in except that the aggregate, impair the ability obligations of Buyer to consummatein Section 2.4(a) will be performed in all respects. (c) The applicable waiting periods, if any, under the HSR Act and Other Anti-Trust Laws shall have expired or prevent been terminated. (d) No temporary restraining order, preliminary or delay, any permanent injunction or other Order preventing the consummation of the transactions contemplated by this Agreement; Agreement shall be in effect. (iie) Buyer shall have performed, or complied with, in all material respects, all obligations and covenants under this Agreement required by this Agreement to be performed or complied with by it on or prior to the Closing Date; and (iii) the Company The Seller Representative shall have received a certificate signed the Escrow Agreement, executed by Buyer to the effect set forth in Section 7.3(a)(i) and (ii); and (b) Sellers shall have received counterpart signature pages to each of Buyer and the Transaction Documents to which Buyer is a party executed by BuyerEscrow Agent.