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

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent: (a) The representations and warranties of the Purchaser and REG set forth in Article III shall each be true and correct on and as of the Effective Date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) except for any inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not or are not reasonably expected to have a Material Adverse Effect with respect to Purchaser, REG or Sellers; provided, however, with respect to any representation or warranty which is qualified as to materiality or Material Adverse Effect, such qualification shall be disregarded for purposes of determining the satisfaction of this condition to Closing. (b) The Purchaser and REG shall have performed and complied in all material respects with all of the agreements and covenants required under this Agreement to be performed or complied with by them prior to or at the Closing. (c) The Purchaser and REG shall have delivered to the Company a certificate, executed by a duly authorized officer of each of the Purchaser and REG in his or her capacity as such, certifying that the conditions specified in Sections 6.2(a) and (b) have been satisfied. (d) There shall not be in force any order, judgment, injunction, decree or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (e) Bunge shall have been relieved of its Debt Service Guaranty, in an amount not to exceed $700,000, of the Company’s Debt Service Fund to Fifth Third Bank. (f) BIG shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars ($2,800,000), together with all accrued interest thereon, from the Company’s Debt Service Fund deposited by BIG in the Debt Service Fund Account in connection with Company’s indebtedness to Fifth Third Bank. (g) The Company shall have received the written consent of Fifth Third Bank to the consummation of the transactions contemplated by this Agreement and the Transaction Documents without any acceleration of the indebtedness or payment required by the Company and the Company shall have been released from the Construction Loan Agreement and all indebtedness evidenced thereby. (h) Purchaser, as successor tenant to the Company, and Bunge shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the Company, including, without limitation that “base rent” will remain at $1.00 per year for the term of the Oil Supply Agreement and “base rent” thereafter to be agreed upon by the parties on or before Closing.

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions precedentconditions, any of which may be waived in writing by Coeur in its sole discretion: (a) (i) The representations and warranties of the Purchaser Buyer contained in Section 5.2, Section 5.4 and REG set forth in Article III Section 5.5 shall each be true and correct on in all respects both when made and as of the Effective Date Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date and (ii) all other representations and warranties of the Buyer contained in Article V shall be true and correct as of the date of this Agreement and as of the Closing Date with Date, or in the same force case of representations and effect as though warranties made on and as of the Closing Datea specified date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation representations and warranty need only warranties shall be true and correct on as of such specified date, except where the date failure to be so true and correct (without giving effect to any limitation or during qualification as to “materiality” (including the range of dates so specifiedword “material”) except for any inaccuracies of representations or warranties the circumstances giving rise to which“Material Adverse Effect” set forth therein) would not, individually or in the aggregate, do not have or are not reasonably be expected to have a Material Adverse Effect with respect to Purchaser, REG or Sellers; provided, however, with respect to any representation or warranty which is qualified as to materiality or Buyer Material Adverse Effect, such qualification shall be disregarded for purposes of determining the satisfaction of this condition to Closing. (b) The Purchaser and REG Buyer shall have performed and complied in all material respects all obligations and agreements and complied with all of the agreements covenants and covenants conditions required under by this Agreement to be performed or complied with by them it prior to or at the Closing. (c) The Purchaser and REG Coeur shall have delivered received from the Buyer a certificate to the Company a certificateeffect set forth in clauses (a) and (b) above, executed signed by a duly authorized officer of each of the Purchaser and REG in his or her capacity as such, certifying that the conditions specified in Sections 6.2(a) and (b) have been satisfiedthereof. (d) There shall not be in force any order, judgment, injunction, decree or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (e) Bunge shall have been relieved of its Debt Service Guaranty, in an amount not to exceed $700,000, of the Company’s Debt Service Fund to Fifth Third Bank. (f) BIG shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars ($2,800,000), together with all accrued interest thereon, from the Company’s Debt Service Fund deposited by BIG in the Debt Service Fund Account in connection with Company’s indebtedness to Fifth Third Bank. (g) The Company shall have received the written consent of Fifth Third Bank to the consummation of the transactions contemplated by this Agreement and the Transaction Documents without any acceleration of the indebtedness or payment required by the Company and the Company shall have been released from the Construction Loan Agreement and all indebtedness evidenced thereby. (h) Purchaser, as successor tenant to the Company, and Bunge shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the Company, including, without limitation that “base rent” will remain at $1.00 per year for the term of the Oil Supply Agreement and “base rent” thereafter to be agreed upon by the parties on or before Closing.

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement hereby are subject to the satisfaction or the Seller Representative’s and the Company’s waiver, at or prior to the Closing of each Closing, of the following conditions precedentconditions: (a) The representations and warranties of the Purchaser and REG set forth in Article III V (without taking into account any “material adverse effect” or other materiality qualifications) shall each be true and correct on and as of the Effective Date date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) ), except for any inaccuracies where the failure of such representations or and warranties the circumstances giving rise to which, individually or in the aggregate, do be true and correct would not or are not reasonably expected to have a Material Adverse Effect with respect material adverse effect on the ability of the Purchaser to Purchaser, REG or Sellers; provided, however, with respect to any representation or warranty which is qualified as to materiality or Material Adverse Effect, such qualification shall be disregarded for purposes of determining timely consummate the satisfaction of this condition to Closingtransactions contemplated hereby. (b) The Purchaser and REG shall have performed and complied in all material respects with all of the agreements and covenants required under this Agreement to be performed or complied with by them it prior to or at the Closing. (c) The Purchaser and REG shall have delivered to the Seller Representative and the Company a certificate, executed by a duly authorized officer of each of the Purchaser and REG in his or her capacity as such, certifying that the conditions specified in Sections 6.2(a7.02(a) and (b) have been satisfiedfulfilled. (d) All applicable waiting periods (and any extensions thereof) under the HSR Act and the GWB shall have expired or otherwise been terminated. (e) There shall not be in force any order, judgment, injunction, decree or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (ef) Bunge Purchaser shall have delivered to the Seller Representative for distribution to the Stockholders and to the Company for distribution to the Optionholders, cash in an amount equal to the Aggregate Purchase Price by wire transfer in immediately available funds, to an account or accounts designated by the Seller Representative in a written notice to Purchaser in accordance with Section 2.06(b) above, which notice shall have been relieved of its Debt Service Guaranty, in an amount not to exceed $700,000, of the Company’s Debt Service Fund to Fifth Third Bank. delivered at least five (f5) BIG shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars ($2,800,000), together with all accrued interest thereon, from the Company’s Debt Service Fund deposited by BIG in the Debt Service Fund Account in connection with Company’s indebtedness to Fifth Third Bank. (g) The Company shall have received the written consent of Fifth Third Bank Business Days prior to the consummation of the transactions contemplated by this Agreement and the Transaction Documents without any acceleration of the indebtedness or payment required by the Company and the Company shall have been released from the Construction Loan Agreement and all indebtedness evidenced therebyClosing Date. (h) Purchaser, as successor tenant to the Company, and Bunge shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the Company, including, without limitation that “base rent” will remain at $1.00 per year for the term of the Oil Supply Agreement and “base rent” thereafter to be agreed upon by the parties on or before Closing.

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to or, if permitted by applicable Law, written waiver by the Closing Seller Representative and the Company of each of the following conditions precedentat or before the Closing: (a) The representations and warranties of the Purchaser and REG set forth in Article III 5 that are qualified by any reference to material adverse effect or other materiality qualifications shall each be true and correct on and as of the Effective Date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) ). All other representations and warranties of Purchaser set forth in Article 5 shall be true and correct in all material respects on the Closing Date as though made on the Closing Date, except for any inaccuracies of representations or warranties to the circumstances giving rise to which, individually or in the aggregate, do not or are not reasonably expected to have a Material Adverse Effect with respect to Purchaser, REG or Sellers; provided, however, with respect to extent that any representation or warranty is limited by its terms to a specific date (in which is qualified as to materiality or Material Adverse Effect, case such qualification shall representation and warranty need only be disregarded for purposes of determining true and correct in all material respects on the satisfaction of this condition to Closingdate so specified). (b) The Purchaser and REG shall have performed and complied in all material respects with all of the agreements agreements, covenants and covenants obligations required under this Agreement to be performed or complied with by them it prior to or at the Closing, including the payments identified in Article 4; provided, however, that, with respect to agreements, covenants and obligations that are qualified by materiality, the Purchaser shall have performed such agreements, covenants and obligations, as so qualified, in all respects. (c) The Purchaser and REG shall have delivered to the Seller Representative and the Company a certificate, executed by a duly authorized officer of each of the Purchaser and REG in his or her capacity as such, certifying that the conditions specified in Sections 6.2(aSection 9.2(a) and (bSection 9.2(b) have been satisfiedfulfilled. (d) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated, and all other required authorizations, consents and approvals of Governmental Authorities shall have been obtained. (e) There shall not be in force any orderno injunction, judgment, injunctionorder, decree or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (e) Bunge shall have been relieved of its Debt Service Guaranty, in an amount not to exceed $700,000, of the Company’s Debt Service Fund to Fifth Third Bankby this Agreement. (f) BIG The relevant parties to each of the Transaction Documents (other than the Company, any of the Company Subsidiaries or the Sellers or any of their Affiliates) shall have withdrawn entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Two MillionCompany, Eight Hundred Thousand U.S. Dollars ($2,800,000any of the Company Subsidiaries or the Sellers or any of their Affiliates), together with all accrued interest thereon, from the Company’s Debt Service Fund deposited by BIG such Transaction Documents shall be in the Debt Service Fund Account in connection with Company’s indebtedness to Fifth Third Bankfull force and effect. (g) The Company Purchaser shall have received the written consent of Fifth Third Bank delivered to the Seller Representative such other documents as the Seller Representative may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement and the Transaction Documents without any acceleration of the indebtedness or payment required by the Company and the Company shall have been released from the Construction Loan Agreement and all indebtedness evidenced therebyAgreement. (h) Purchaser, as successor tenant to the Company, and Bunge shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the Company, including, without limitation that “base rent” will remain at $1.00 per year for the term of the Oil Supply Agreement and “base rent” thereafter to be agreed upon by the parties on or before Closing.

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or the Company's and the Shareholder Representative's waiver, at or prior to the Closing Closing, of each of the following conditions precedentconditions: (a) The the representations and warranties of the Purchaser and REG set forth Buyer contained in Article III IV shall each be true and correct on in all material respects (except for any such representations and warranties which are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the Effective Date of this Agreement date hereof and as of the Closing Date with the same force and effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date); provided, however, that the representations and warranties in Section 4.2 and Section 4.3 shall be true, correct and complete in all respects as of the date hereof and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range Date as though made at and as of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) except for any inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not or are not reasonably expected to have a Material Adverse Effect with respect to Purchaser, REG or Sellers; provided, however, with respect to any representation or warranty which is qualified as to materiality or Material Adverse Effect, such qualification shall be disregarded for purposes of determining the satisfaction of this condition to Closing.date; (b) The Purchaser and REG Buyer shall have duly performed and complied in all material respects with all of the agreements agreements, covenants and covenants conditions required under by this Agreement to be performed or complied with by them it prior to or at on the Closing.Closing Date; (c) The Purchaser Buyer shall have delivered the documents and REG taken the actions required by Section 2.6(a); (d) the Company and the Sellers shall have received the legal opinion in the form of Exhibit F from Xxxx Xxxxxxxx LLP; (e) the Company shall have received a certificate, dated as of the Closing Date, signed on behalf of Buyer by the chief executive officer and the chief financial officer of Buyer representing and warranting (in their corporate capacity and not in any individual capacity) that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been duly satisfied; (f) Buyer shall have delivered to the Company a certificate, executed signed on behalf of Buyer by the secretary of Buyer (i) attaching Buyer's certificate of incorporation and all amendments thereto, (ii) attaching the Bylaws of Buyer and all amendments thereto, (iii) attaching a duly authorized officer certificate of each good standing of Buyer certified by the Secretary of State of the Purchaser State of Delaware and REG in his or her capacity as suchissued not more than five (5) Business Days prior to the Closing Date, (iv) certifying that the conditions specified in Sections 6.2(a) attached thereto is a true and (b) have been satisfied. (d) There shall not be in force any order, judgment, injunction, decree or ruling by or before any Governmental Authority correct copy of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation all resolutions of the transactions contemplated hereby. (e) Bunge shall have been relieved board of its Debt Service Guaranty, in an amount not directors of Buyer relating to exceed $700,000, of the Company’s Debt Service Fund to Fifth Third Bank. (f) BIG shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars ($2,800,000), together with all accrued interest thereon, from the Company’s Debt Service Fund deposited by BIG in the Debt Service Fund Account in connection with Company’s indebtedness to Fifth Third Bank. (g) The Company shall have received the written consent of Fifth Third Bank to the consummation of this Agreement and the transactions contemplated by this Agreement and (v) certifying the Transaction Documents without any acceleration incumbency, signature and authority of the indebtedness or payment required by the Company officers of Buyer authorized to execute, deliver and the Company shall have been released from the Construction Loan perform this Agreement and all indebtedness evidenced thereby.other documents, instruments or agreements related thereto executed or to be executed by Xxxxx; (g) Buyer shall have delivered the Closing Assurances Letter; and (h) Purchaser, as successor tenant to Buyer shall not have terminated the Company, Employment Agreements or the Restricted Stock Unit Agreements and Bunge all such Employment Agreements and Restricted Stock Unit Agreements shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the Company, including, without limitation that “base rent” will remain at $1.00 per year for the term of the Oil Supply Agreement and “base rent” thereafter continue to be agreed upon by the parties on or before Closingin full force and effect.

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers each Seller and the Company to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions precedent:conditions, any of which may be waived in writing by each of the Sellers and the Company in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party): (a) The representations and warranties of the Purchaser Parent and REG set forth Merger Sub contained in Article III this Agreement or any certificate delivered pursuant hereto (other than any Parent Fundamental Representations) shall each be true and correct on and as of the Effective Date of this Agreement both when made and as of the Closing Date with (or in the same force case of representations and effect as though warranties that are made on and as of the Closing Datea specified date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation representations and warranty need only warranties shall be true and correct on as of such specified date), except where the date failure to be so true and correct (without giving effect to any limitation or during qualification as to “materiality” (including the range of dates so specifiedword “material”) except for any inaccuracies of representations or warranties the circumstances giving rise to which“Parent Material Adverse Effect” set forth therein) would not, individually or in the aggregate, do not or are not reasonably be expected to have a Material Adverse Effect with respect to Purchaser, REG or Sellers; provided, however, with respect to any representation or warranty which is qualified as to materiality or Parent Material Adverse Effect. The Parent Fundamental Representations (other than Section 5.4) shall be true and correct in all material respects both when made and as of the Closing Date (or in the case of representations and warranties that are made as of a specified date, such qualification representations and warranties shall be disregarded true and correct in all material respects as of such specified date). The representations and warranties contained in Section 5.4 shall be true and correct in all respects both when made and as of the Closing Date( or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date), except for purposes of determining the satisfaction of this condition to Closing. (b) The Purchaser de minimis inaccuracies. Parent and REG Merger Sub shall have performed in all material respects all obligations and agreements and complied in all material respects with all of the agreements and covenants required under by this Agreement to be performed or complied with by them it prior to or at the Closing. (b) Since the Agreement Date, no Parent Material Adverse Effect shall have occurred and be continuing. (c) The Purchaser Seller Representative and REG the Company shall have delivered to received from Parent a certificate certifying that the Company a certificateconditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied, executed signed by a duly authorized officer of each of the Purchaser and REG in his or her capacity as such, certifying that the conditions specified in Sections 6.2(a) and (b) have been satisfiedthereof. (d) There The Ancillary Agreements shall not be in full force and effect and have not been rescinded or repudiated by any order, judgment, injunction, decree party thereto (other than any Seller or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (e) Bunge shall have been relieved of its Debt Service Guaranty, in an amount not to exceed $700,000, of the Company’s Debt Service Fund to Fifth Third Bank). (f) BIG shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars ($2,800,000), together with all accrued interest thereon, from the Company’s Debt Service Fund deposited by BIG in the Debt Service Fund Account in connection with Company’s indebtedness to Fifth Third Bank. (g) The Company shall have received the written consent of Fifth Third Bank to the consummation of the transactions contemplated by this Agreement and the Transaction Documents without any acceleration of the indebtedness or payment required by the Company and the Company shall have been released from the Construction Loan Agreement and all indebtedness evidenced thereby. (h) Purchaser, as successor tenant to the Company, and Bunge shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the Company, including, without limitation that “base rent” will remain at $1.00 per year for the term of the Oil Supply Agreement and “base rent” thereafter to be agreed upon by the parties on or before Closing.

Conditions to Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent: (a) The representations and warranties of REG and the Purchaser and REG set forth in Article III shall each be true and and. correct on and as of the Effective Date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) except for any inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not or are not reasonably expected to have a Material Adverse Effect with respect to Purchaser, REG or Sellers; provided, however, with respect to any representation or warranty which is qualified as to materiality or Material Adverse Effect, such qualification shall be disregarded for purposes of determining the satisfaction of this condition to Closing. (b) The REG and the Purchaser and REG shall have performed and complied in all material respects with all of the agreements and covenants required under this Agreement to be performed or complied with by them prior to or at the Closing. (c) The REG and the Purchaser and REG shall have delivered to the Company a certificate, executed by a duly authorized officer of each of REG and the Purchaser and REG in his or her capacity as such, certifying that the conditions specified in Sections 6.2(a) and (b) have been satisfied. (d) There shall not be in force any order, judgment, injunction, decree or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (e) Bunge shall have been relieved of its Debt Service Guaranty, in an amount not to exceed $700,000, of the Company’s 's Debt Service Fund to Fifth Third Bank. (f) BIG shall have withdrawn the Two Million, Eight Hundred Thousand U.S. Dollars ($2,800,000), together with all accrued interest thereon, from the Company’s 's Debt Service Fund deposited by BIG in the Debt Service Fund Account in connection with Company’s 's indebtedness to Fifth Third Bank. (g) The Company shall have received the written consent of Fifth Third Bank to the consummation of the transactions contemplated by this Agreement and the Transaction Documents without any acceleration of the indebtedness or payment required by the Company and the Company shall have been released from the Construction Loan Agreement and all indebtedness evidenced thereby. (h) Purchaser, as successor tenant to the CompanyBCA, and Bunge shall have agreed upon the terms of the assignment of that certain Amended and Restated Ground Lease Agreement dated November 3, 2006 between Bunge Milling, Inc. and the CompanyBCA, including, without limitation that “the "base rent” will remain at $1.00 per year for " pursuant to the term terms of the Oil Supply Agreement and “base rent” thereafter to be agreed upon by the parties on or before Closingsuch lease.