Common use of Conditions to Obligations of the Company to Effect the Merger Clause in Contracts

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) There shall not have occurred any change, condition, event or development that has resulted in, or could reasonably be expected to result in, a material adverse effect on Buyer. (b) The representations and warranties of Buyer and Acquisition Sub in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time; (c) The representations and warranties of Buyer and Acquisition Sub in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (d) Buyer and Acquisition Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement; (e) An officer of Buyer and Acquisition Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (f) The Company shall have received an opinion, dated the Effective Time, of Goulston & Storrs, P.C., counsel to Buyer, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02, 4.03 and 4.04 (including as to the Buyer Stockholder Approval) hereof; (g) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of Buyer or its subsidiaries is a party, or by which any of them is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a material adverse effect on Buyer shall have been obtained; (h) At the mailing date of the Proxy Statement and the date of the Company Stockholders Meeting, the Proxy Statement shall not contain, with respect to the information provided by Buyer and Acquisition Sub, any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading; and (i) No suit, action or proceeding before any court or any governmental or regulatory authority shall have been commenced and be pending by any person (i) against the Company's officers or directors seeking to obtain any substantial damages relating to the consummation of the transactions contemplated by this Agreement from the members of the Company's Board of Directors or officers individually, or (ii) against the Company challenging the Merger which is reasonably likely to have a material adverse effect on the Buyer.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) There shall not have occurred any change, condition, event or development that has resulted in, or could reasonably be expected to result in, a material adverse effect on Buyer. (b) The representations and warranties of Buyer and Acquisition Sub Purchaser in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time; (cb) The representations and warranties of Buyer and Acquisition Sub the Purchaser in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (dc) Buyer and Acquisition Sub Purchaser shall have performed in all material respects all obligations required to be performed by them it under this Agreement; (ed) An officer of Buyer and Acquisition Sub Purchaser shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects; (fe) The Company shall have received an opinion, dated the Effective Time, of Goulston & StorrsGreexxxxx Xxxurig, P.C.P.A., counsel to BuyerPurchaser, in form reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02, 4.02 and 4.03 and 4.04 (including as to the Buyer Stockholder Approval) hereof; (g) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of Buyer or its subsidiaries is a party, or by which any of them is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a material adverse effect on Buyer shall have been obtained; (h) At the mailing date of the Proxy Statement and the date of the Company Stockholders Meeting, the Proxy Statement shall not contain, with respect to the information provided by Buyer and Acquisition Sub, any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading; and (if) No suit, action or proceeding before any court or any governmental or regulatory authority Purchaser shall have been commenced executed definitive documentation in connection with their financing of the Merger Consideration and be pending by any person (i) against shall have sufficient funds available to consummate the Merger, to pay all related expenses and to refinance the Company's officers or directors seeking existing indebtedness to obtain any substantial damages relating to the consummation of the transactions contemplated by this Agreement from the members of the Company's Board of Directors or officers individuallyHellxx Xxxancial, or (ii) against the Company challenging the Merger which is reasonably likely to have a material adverse effect on the Buyer.Inc.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) There shall not have occurred any change, condition, event or development that has resulted in, or could reasonably be expected to result in, a material adverse effect on Buyer. (b) The representations and warranties of Buyer Parent and Acquisition Sub in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time; (cb) The representations and warranties of Buyer the Parent and Acquisition Sub in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time; (dc) Buyer Parent and Acquisition Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement;; and (ed) An officer of Buyer Parent and Acquisition Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 7.03(a), (b) and (c) is satisfied in all respects;. (fe) The Company shall have received an opinion, dated the Effective Time, of Goulston & StorrsGreexxxxx Xxxurig, P.C.P.A., counsel to BuyerParent and Sub, in form and substance reasonably satisfactory to the Company, with respect to the matters set forth in Sections 4.01, 4.02, 4.03 4.03(i) and 4.04 (including 4.08 hereof, provided that such opinion may rely, as to the Buyer Stockholder Approval) hereof; (g) All authorizationsmatters of Washington law, consents, waivers and approvals from parties upon an opinion of counsel licensed to contracts or other agreements to which any of Buyer or its subsidiaries is a party, or by which any of them is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or practice in the aggregate, a material adverse effect on Buyer shall have been obtained; (h) At the mailing date State of the Proxy Statement Washington and the date of the Company Stockholders Meeting, the Proxy Statement shall not contain, with respect reasonably acceptable to the information provided by Buyer and Acquisition Sub, any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading; and (i) No suit, action or proceeding before any court or any governmental or regulatory authority shall have been commenced and be pending by any person (i) against the Company's officers or directors seeking to obtain any substantial damages relating to the consummation of the transactions contemplated by this Agreement from the members of the Company's Board of Directors or officers individually, or (ii) against the Company challenging the Merger which is reasonably likely to have a material adverse effect on the Buyer.