Common use of Conditions to Obligations to Close Clause in Contracts

Conditions to Obligations to Close. 7.1 Conditions to Obligations of the Merger Subs and Nu Skin Enterprises. The obligations of each Merger Sub and Nu Skin Enterprises to consummate the transactions to be performed by them in connection with the respective Closing are subject to satisfaction of the following conditions: 7.1.1 the representations and warranties of the Merged Entities set forth in Section 4 above and the representations and warranties of the Stockholders set forth in Section 9 below shall be true and correct in all material respects at and as of the Closing Dates of the respective Mergers; 7.1.2 such Merged Entity and the Stockholders shall have performed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective Mergers; 7.1.3 such Merged Entity shall have procured all of the Third-Party and governmental consents and approvals specified in Section 6.2 above; 7.1.4 except as set forth in Section 7.1.4 of the Merged Entities Disclosure Schedule, no action, suit, or proceeding shall be pending or threatened 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 charge would (i) prevent consummation of any of the respective Merger, as contemplated by this Agreement, (ii) cause the respective Merger, as contemplated by this Agreement, to be rescinded following consummation, or (iii) affect adversely the right of the respective Merger Sub or of Nu Skin Enterprises to operate the former business of such Merged Entity; 7.1.5 the transactions contemplated herein shall have been approved by the Board of Directors and stockholders of each of the Merged Entities; 7.1.6 each Merged Entity shall have delivered to the respective Merger Sub and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 through 7.1.5 above are satisfied in all respects; 7.1.7 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; 7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger; 7.1.9 all actions to be taken by each Merged Entity in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merger Sub and Nu Skin Enterprises; and 7.1.10 each Merger Sub and Nu Skin Enterprises shall have completed their due diligence investigation of the respective Merged Entity, and the information gathered in such investigation shall be satisfactory to such Merger Sub and Nu Skin Enterprises, in their sole and absolute discretion. Any Merger Sub or Nu Skin Enterprises may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing Date of the respective Merger. 7.2 Conditions to Obligations of the Merged Entities. The obligations of the Merged Entities to consummate the respective Merger, as contemplated in connection with the Closing of such Merger, is subject to satisfaction of the following conditions: 7.2.1 the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date of the respective Merger; 7.2.2 each Merger Sub and Nu Skin Enterprises shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date of such Merger; 7.2.3 no action, suit, or proceeding shall be pending or threatened 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 charge would (i) prevent consummation of the respective Merger, as contemplated by this Agreement, or (ii) cause such Merger to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); 7.2.4 the Board of Directors and stockholders of each Merger Sub shall have approved the respective Merger, as contemplated in this Agreement; 7.2.5 each Merger Sub and Nu Skin Enterprises shall have delivered to the respective Merged Entity a certificate to the effect that each of the conditions specified in Section 7.2.1 through 7.2.4 above are satisfied in all respects; 7.2.6 each Merged Entity shall have received from counsel to the respective Merger Subs and Nu Skin Enterprises an opinion in form and substance as set forth in Exhibit "G" attached hereto, addressed to the respective Merged Entity and dated as of the Closing Date of the respective Merger; 7.2.7 all actions to be taken by each of Nu Skin Enterprises and each Merger Sub in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merged Entity; and 7.2.8 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated. Each Merged Entity may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date of the respective Merger.

Conditions to Obligations to Close. 7.1 9.1 Conditions to Obligations of the Merger Subs and Nu Skin EnterprisesAspec's Obligation to Close. The obligations of each Merger Sub and Nu Skin Enterprises Aspec to consummate the transactions to be performed by them it in connection with the respective Closing are is subject to satisfaction of the following conditions: 7.1.1 (a) the representations and warranties of Chip & Chip and the Merged Entities Majority Shareholders set forth in Section 4 5 above and the representations and warranties of the Stockholders set forth in Section 9 below shall be true and correct in all material respects at and as of the Closing Dates of the respective MergersDate; 7.1.2 such Merged Entity (b) Chip & Chip and the Stockholders Majority Shareholders shall have performed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective MergersClosing; 7.1.3 such Merged Entity (c) Chip & Chip shall have procured all obtained such of the Third-Party and governmental third party consents and approvals specified in listed on Section 6.2 above; 7.1.4 except as set forth in Section 7.1.4 5.4 of the Merged Entities Chip & Chip Disclosure Schedule, Schedule as may be mutually agreed to by Aspec and Chip & Chip; - (d) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator (other than such an action initiated by Aspec or Merger Sub) wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (iA) prevent consummation of any of the respective Merger, as transactions contemplated by this Agreement, (iiB) cause any of the respective Merger, as transactions contemplated by this Agreement, Agreement to be rescinded following consummation, or (iiiC) affect materially and adversely the right of the respective Aspec or Merger Sub to control Chip & Chip following the Effective Time of the Merger, and no law, statute, ordinance, rule, regulation or of Nu Skin Enterprises to operate the former business of such Merged Entity; 7.1.5 the transactions contemplated herein order shall have been approved by the Board of Directors and stockholders of each enacted, enforced or entered which has caused or will likely cause any of the Merged Entities;effects under clause (A), (B) or (C) of this Section 9.1(d) to occur. 7.1.6 each Merged Entity (e) the President and the Chief Financial Officer of Chip & Chip and the Majority Shareholders shall have delivered to the respective Merger Sub and to Nu Skin Enterprises Aspec a certificate to the effect that each of the conditions specified above in Sections 7.1.1 through 7.1.5 above are Section 9.1(a) to 9.1(d) (inclusive) is satisfied in all material respects; 7.1.7 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act f) No Material Adverse Effect shall have expired or otherwise been terminatedoccurred with respect to Chip & Chip; 7.1.8 each Merger Sub and Nu Skin Enterprises (g) Aspec shall have received from counsel to Chip & Chip and the respective Merged Entity opinions Majority Shareholders an opinion in form and substance as set forth in Exhibit "F" E attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises Aspec, and dated as of the Closing Date Date; (h) this Agreement and the Merger shall have been approved by the vote of the respective Mergerholders of 100% of the outstanding shares of Common Stock of Chip & Chip; 7.1.9 (i) all actions to be taken by each Merged Entity in connection with the consummation of the respective Merger contemplated hereby and all certificatesoutstanding options, opinions, instruments, convertible securities and other documents required Stock Rights to effect such Merger will be satisfactory in form and substance to the respective Merger Sub and Nu Skin Enterprisespurchase securities of Chip & Chip shall have been exercised or canceled; and 7.1.10 each Merger Sub and Nu Skin Enterprises (j) Wai-Xxx Xx, Xxxxx-Xxxx Xxx, Yong Xxxx, X.J. Xxx, xxd B.H. Xxxx Xxx xxxll have accepted employment with the Surviving Corporation; and (k) Aspec's Board of Directors shall have completed their due diligence investigation of the respective Merged Entity, approved this Agreement. (l) The OEM Agreement with Redac Systems Ltd. shall have been finalized and the information gathered in such investigation shall be satisfactory to such Merger Sub and Nu Skin Enterprises, in their sole and absolute discretionapproved by both parties' attorneys. Any Merger Sub or Nu Skin Enterprises Aspec may waive any condition (in whole or in part) specified in this Section 7.1 9.1 if it executes a writing so stating at or prior to the Closing Date of the respective MergerClosing. 7.2 Conditions to Obligations of the Merged Entities. The obligations of the Merged Entities to consummate the respective Merger, as contemplated in connection with the Closing of such Merger, is subject to satisfaction of the following conditions: 7.2.1 the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date of the respective Merger; 7.2.2 each Merger Sub and Nu Skin Enterprises shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date of such Merger; 7.2.3 no action, suit, or proceeding shall be pending or threatened 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 charge would (i) prevent consummation of the respective Merger, as contemplated by this Agreement, or (ii) cause such Merger to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); 7.2.4 the Board of Directors and stockholders of each Merger Sub shall have approved the respective Merger, as contemplated in this Agreement; 7.2.5 each Merger Sub and Nu Skin Enterprises shall have delivered to the respective Merged Entity a certificate to the effect that each of the conditions specified in Section 7.2.1 through 7.2.4 above are satisfied in all respects; 7.2.6 each Merged Entity shall have received from counsel to the respective Merger Subs and Nu Skin Enterprises an opinion in form and substance as set forth in Exhibit "G" attached hereto, addressed to the respective Merged Entity and dated as of the Closing Date of the respective Merger; 7.2.7 all actions to be taken by each of Nu Skin Enterprises and each Merger Sub in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merged Entity; and 7.2.8 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated. Each Merged Entity may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date of the respective Merger.

Conditions to Obligations to Close. 7.1 8.1 Conditions to Obligations of the Merger Subs BP Holdings and Nu Skin Enterprises. The obligations of each Merger Sub BP Holdings and Nu Skin Enterprises to consummate the transactions to be performed by them in connection with the respective Closing are subject to satisfaction of the following conditionsconditions any or all of which may be waived in writing by BP Holdings and Nu Skin Enterprises, in their sole discretion, prior to the Closing: 7.1.1 8.1.1 the representations and warranties of the Merged Entities set forth in Section 4 5 above and Section 10 below that are qualified by materiality shall be true and correct in all respects at and as of the Closing Date and the representations and warranties of the Stockholders set forth in Section 9 5 above and Section 10 below that are not qualified by materiality shall be true and correct in all material respects at and as of the Closing Dates of the respective MergersDate; 7.1.2 such Merged Entity 8.1.2 Big Planet, Nu Skin USA, King, Doman, and the Stockholders Ricks shall have performed pxxxxxmed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective MergersDate; 7.1.3 such Merged Entity 8.1.3 Big Planet, Nu Skin USA, King, Doman, and Ricks shall have procured pxxxxxed all of the Thirdthird-Party party and governmental consents and approvals specified in Section 6.2 7 above; 7.1.4 except as set forth in Section 7.1.4 of the Merged Entities Disclosure Schedule, 8.1.4 no action, suit, or proceeding shall be pending or or, to Big Planet's Knowledge, threatened 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 charge would (i) prevent consummation of any of the respective Merger, as transactions contemplated by this Agreement, (ii) cause any of the respective Merger, as transactions contemplated by this Agreement, Agreement to be rescinded following consummation, or (iii) except as disclosed in Section 8.1.4 of the Disclosure Schedule, affect adversely the right of the respective Merger Sub BP Holdings or of Nu Skin Enterprises to operate the former business of such Merged EntityBig Planet; 7.1.5 8.1.5 the Reorganization shall have been consummated; 8.1.6 the transactions contemplated herein shall have been approved by the Board of Directors and stockholders shareholders of each of the Merged EntitiesBig Planet; 7.1.6 each Merged Entity 8.1.7 Big Planet shall have delivered to the respective Merger Sub BP Holdings and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 8.1.1 through 7.1.5 8.1.6 above are satisfied in all respects; 7.1.7 8.1.8 all applicable waiting periods (and any extensions thereof), if any, ) under the XxxxHart-XxxxxScott-Xxxxxx Act shall have expired Rodino Xxx xxxxx xxxx xxpired or otherwise been terminated; 7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger; 7.1.9 all actions to be taken by each Merged Entity in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merger Sub and Nu Skin Enterprises; and 7.1.10 each Merger Sub and Nu Skin Enterprises shall have completed their due diligence investigation of the respective Merged Entity, and the information gathered in such investigation shall be satisfactory to such Merger Sub and Nu Skin Enterprises, in their sole and absolute discretion. Any Merger Sub or Nu Skin Enterprises may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing Date of the respective Merger. 7.2 Conditions to Obligations of the Merged Entities. The obligations of the Merged Entities to consummate the respective Merger, as contemplated in connection with the Closing of such Merger, is subject to satisfaction of the following conditions: 7.2.1 the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date of the respective Merger; 7.2.2 each Merger Sub and Nu Skin Enterprises shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date of such Merger; 7.2.3 no action, suit, or proceeding shall be pending or threatened 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 charge would (i) prevent consummation of the respective Merger, as contemplated by this Agreement, or (ii) cause such Merger to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); 7.2.4 the Board of Directors and stockholders of each Merger Sub shall have approved the respective Merger, as contemplated in this Agreement; 7.2.5 each Merger Sub and Nu Skin Enterprises shall have delivered to the respective Merged Entity a certificate to the effect that each of the conditions specified in Section 7.2.1 through 7.2.4 above are satisfied in all respects; 7.2.6 each Merged Entity shall have received from counsel to the respective Merger Subs and Nu Skin Enterprises an opinion in form and substance as set forth in Exhibit "G" attached hereto, addressed to the respective Merged Entity and dated as of the Closing Date of the respective Merger; 7.2.7 all actions to be taken by each of Nu Skin Enterprises and each Merger Sub in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merged Entity; and 7.2.8 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated. Each Merged Entity may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date of the respective Merger.

Conditions to Obligations to Close. 7.1 8.1 Conditions to Obligations of the Merger Subs BP Holdings and Nu Skin Enterprises. The obligations of each Merger Sub BP Holdings and Nu Skin Enterprises to consummate the transactions to be performed by them in connection with the respective Closing are subject to satisfaction of the following conditionsconditions any or all of which may be waived in writing by BP Holdings and Nu Skin Enterprises, in their sole discretion, prior to the Closing: 7.1.1 8.1.1 the representations and warranties of the Merged Entities set forth in Section 4 5 above and Section 10 below that are qualified by materiality shall be true and correct in all respects at and as of the Closing Date and the representations and warranties of the Stockholders set forth in Section 9 5 above and Section 10 below that are not qualified by materiality shall be true and correct in all material respects at and as of the Closing Dates of the respective MergersDate; 7.1.2 such Merged Entity 8.1.2 Big Planet, Nu Skin USA, King, Doman, and the Stockholders shall Rickx xxxll have performed and complied with all of its or their respective covenants hereunder in all material respects through the Closing Dates for the respective MergersDate; 7.1.3 such Merged Entity shall 8.1.3 Big Planet, Nu Skin USA, King, Doman, and Rickx xxxll have procured all of the Thirdthird-Party party and governmental consents and approvals specified in Section 6.2 7 above; 7.1.4 except as set forth in Section 7.1.4 of the Merged Entities Disclosure Schedule, 8.1.4 no action, suit, or proceeding shall be pending or or, to Big Planet's Knowledge, threatened 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 charge would (i) prevent consummation of any of the respective Merger, as transactions contemplated by this Agreement, (ii) cause any of the respective Merger, as transactions contemplated by this Agreement, Agreement to be rescinded following consummation, or (iii) except as disclosed in Section 8.1.4 of the Disclosure Schedule, affect adversely the right of the respective Merger Sub BP Holdings or of Nu Skin Enterprises to operate the former business of such Merged EntityBig Planet; 7.1.5 8.1.5 the Reorganization shall have been consummated; 8.1.6 the transactions contemplated herein shall have been approved by the Board of Directors and stockholders shareholders of each of the Merged EntitiesBig Planet; 7.1.6 each Merged Entity 8.1.7 Big Planet shall have delivered to the respective Merger Sub BP Holdings and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 8.1.1 through 7.1.5 8.1.6 above are satisfied in all respects; 7.1.7 8.1.8 all applicable waiting periods (and any extensions thereof), if any, ) under the XxxxHart-Xxxxx-Xxxxxx Act Xxx shall have expired or otherwise been terminated; 7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger; 7.1.9 all actions to be taken by each Merged Entity in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merger Sub and Nu Skin Enterprises; and 7.1.10 each Merger Sub and Nu Skin Enterprises shall have completed their due diligence investigation of the respective Merged Entity, and the information gathered in such investigation shall be satisfactory to such Merger Sub and Nu Skin Enterprises, in their sole and absolute discretion. Any Merger Sub or Nu Skin Enterprises may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing Date of the respective Merger. 7.2 Conditions to Obligations of the Merged Entities. The obligations of the Merged Entities to consummate the respective Merger, as contemplated in connection with the Closing of such Merger, is subject to satisfaction of the following conditions: 7.2.1 the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date of the respective Merger; 7.2.2 each Merger Sub and Nu Skin Enterprises shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date of such Merger; 7.2.3 no action, suit, or proceeding shall be pending or threatened 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 charge would (i) prevent consummation of the respective Merger, as contemplated by this Agreement, or (ii) cause such Merger to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); 7.2.4 the Board of Directors and stockholders of each Merger Sub shall have approved the respective Merger, as contemplated in this Agreement; 7.2.5 each Merger Sub and Nu Skin Enterprises shall have delivered to the respective Merged Entity a certificate to the effect that each of the conditions specified in Section 7.2.1 through 7.2.4 above are satisfied in all respects; 7.2.6 each Merged Entity shall have received from counsel to the respective Merger Subs and Nu Skin Enterprises an opinion in form and substance as set forth in Exhibit "G" attached hereto, addressed to the respective Merged Entity and dated as of the Closing Date of the respective Merger; 7.2.7 all actions to be taken by each of Nu Skin Enterprises and each Merger Sub in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merged Entity; and 7.2.8 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated. Each Merged Entity may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date of the respective Merger.

Conditions to Obligations to Close. 7.1 Conditions to Obligations of the Merger Subs and Nu Skin Enterprises. The obligations of each Merger Sub and Nu Skin Enterprises Purchaser to consummate the transactions to contemplated herein shall be performed by them in connection with the respective Closing are subject to satisfaction the fulfillment of the following conditionsconditions (“Purchaser’s Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion: 7.1.1 the 10.1 The representations and warranties of the Merged Entities set forth in Section 4 above and the representations and warranties of the Stockholders set forth in Section 9 below Seller made herein shall be true and correct in all material respects at when made, and there shall not have occurred changes in any such representations or warranties prior to Closing which, together with any adverse matters disclosed in the REA Estoppel referred to in Section 10.5 below and in the Estoppel Certificates referred to in Section 11.2, are reasonably anticipated to have an adverse economic impact, in the aggregate, which would exceed the Floor (as of the Closing Dates of the respective Mergers;defined in Section 16 herein). 7.1.2 such Merged Entity and the Stockholders 10.2 Seller shall have performed and complied with all of its or their respective material covenants hereunder in all material respects through the Closing Dates for the respective Mergers; 7.1.3 such Merged Entity and agreements made herein and Seller shall have procured delivered to the Title Company all of the Third-Party closing documents required pursuant to Section 11.1 hereof. 10.3 Purchaser’s receipt of the Required Tenant Executed Estoppels (as hereinafter defined) or Seller Estoppel Certificates, if applicable, pursuant to Section 11.2. 10.4 Delivery of possession of the Property to Purchaser subject only to the Permitted Exceptions. 10.5 Receipt of an executed estoppel certificate in the form attached as Exhibit “C-7” hereto and governmental consents made a part hereof from the party named therein, or in such other form as required pursuant to the terms of the REA referenced therein, and approvals specified indicating no defaults or disputes which, together with any adverse changes in the representations and warranties of Seller as referenced in Section 6.2 above; 7.1.4 except as set forth 10.1 above and adverse matters disclosed in the Estoppel Certificates referred to in Section 7.1.4 11.2, are reasonably anticipated to have an adverse economic impact, in the aggregate, which would exceed the Floor (the “REA Estoppel”). 10.6 As of the Merged Entities Disclosure ScheduleClosing Date, except for Tenants leasing not more than 2,800 square feet of gross leasable area in the aggregate, (a) no action, suit, or proceeding Tenants shall be pending or threatened 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 charge would have (i) prevent consummation of any of the respective Merger, as contemplated by this Agreementfiled a petition in bankruptcy, (ii) cause been adjudicated insolvent or bankrupt, (iii) petitioned a court for the respective Mergerappointment of any receiver of or trustee for it or any substantial part of its property, (iv) commenced any proceeding under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, (v) become the subject of an involuntary bankruptcy petition, (vi) vacated its leased premises, or (vii) had its Lease terminated; (b) there shall not have been commenced and be pending against any Tenant any proceeding of the nature described in subparagraph (a) of this subsection; and (c) no order for relief shall have been entered with respect to any Tenant. 10.7 Delivery to Purchaser of evidence that any existing management agreement and/or leasing agreement entered into by Seller with respect to the Property has been terminated. 10.8 Delivery to Purchaser of copies of any existing warranties for the Property. 10.9 The execution by the New York City Economic Development Corporation and Seller of a Second Modification of Covenants and Restrictions in the form attached to that certain letter dated October 9, 2012 from the New York City Economic Development Corporation to the Seller, a copy of which letter is attached hereto as contemplated Schedule “10.9”, and the delivery of such Second Modification to the Title Company for recording in connection with the Closing. 10.10 Satisfaction of the additional conditions set forth on Schedule “10.10” attached hereto. In the event any of the Purchaser’s Conditions shall not be satisfied as of the Closing Date, subject to Seller’s rights to extend the Closing Date pursuant to the final sentence of this paragraph, Purchaser shall have the right, at Purchaser’s sole discretion, (i) to adjourn the Closing Date by giving written notice to Seller in order to allow Seller additional time to satisfy Purchaser’s Conditions, or (ii) to terminate this AgreementAgreement by giving written notice to Seller and receive a return of the Deposit and any amount owing under Section 16 hereof, to be rescinded following consummationwhereupon neither party shall have any further rights or obligations hereunder except for any provisions of this Agreement that expressly survive termination, or (iii) affect adversely to obtain specific performance of Seller’s performance of Seller’s obligations under this Agreement in accordance with and subject to the terms of Section 16.2 hereof, in the case of a failure of Seller to deliver to the Title Company all of the closing documents required pursuant to Section 11.1 below, or (iv) to waive such condition. In the event that Purchaser elects to adjourn the Closing Date as provided herein, subject to the following sentence, and in the event any of Purchaser’s Conditions shall remain unsatisfied at the end of such adjournment, Purchaser shall have the right at Purchaser’s sole discretion and without limiting any other right or remedy of Purchaser, to terminate this Agreement pursuant to item (ii) of the respective Merger Sub preceding sentence or of Nu Skin Enterprises to operate waive such condition. Notwithstanding the former business of such Merged Entity; 7.1.5 foregoing or anything herein to the transactions contemplated herein shall have been approved by contrary, prior to Purchaser’s right to either terminate the Board of Directors and stockholders of each Agreement in accordance with this paragraph, in the event any of the Merged Entities; 7.1.6 each Merged Entity Purchaser’s Conditions shall have delivered to the respective Merger Sub and to Nu Skin Enterprises a certificate to the effect that each of the conditions specified in Sections 7.1.1 through 7.1.5 above are not be satisfied in all respects; 7.1.7 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; 7.1.8 each Merger Sub and Nu Skin Enterprises shall have received from counsel to the respective Merged Entity opinions in form and substance as set forth in Exhibit "F" attached hereto, addressed to the respective Merger Sub and Nu Skin Enterprises and dated as of the Closing Date of the respective Merger; 7.1.9 all actions to be taken by each Merged Entity in connection with the consummation of the respective Merger contemplated hereby and all certificatesDate, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merger Sub and Nu Skin Enterprises; and 7.1.10 each Merger Sub and Nu Skin Enterprises Seller shall have completed their due diligence investigation of the respective Merged Entity, and the information gathered in such investigation shall be satisfactory to such Merger Sub and Nu Skin Enterprisesright, in their Seller’s sole and absolute discretion. Any Merger Sub or Nu Skin Enterprises may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior , to adjourn the Closing Date of one or more times, but no more than thirty (30) days in the respective Mergeraggregate, by giving written notice to Purchaser, in order to allow Seller additional time to satisfy such Purchaser’s Conditions. 7.2 Conditions to Obligations of the Merged Entities. The obligations of the Merged Entities to consummate the respective Merger, as contemplated in connection with the Closing of such Merger, is subject to satisfaction of the following conditions: 7.2.1 the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date of the respective Merger; 7.2.2 each Merger Sub and Nu Skin Enterprises shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date of such Merger; 7.2.3 no action, suit, or proceeding shall be pending or threatened 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 charge would (i) prevent consummation of the respective Merger, as contemplated by this Agreement, or (ii) cause such Merger to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); 7.2.4 the Board of Directors and stockholders of each Merger Sub shall have approved the respective Merger, as contemplated in this Agreement; 7.2.5 each Merger Sub and Nu Skin Enterprises shall have delivered to the respective Merged Entity a certificate to the effect that each of the conditions specified in Section 7.2.1 through 7.2.4 above are satisfied in all respects; 7.2.6 each Merged Entity shall have received from counsel to the respective Merger Subs and Nu Skin Enterprises an opinion in form and substance as set forth in Exhibit "G" attached hereto, addressed to the respective Merged Entity and dated as of the Closing Date of the respective Merger; 7.2.7 all actions to be taken by each of Nu Skin Enterprises and each Merger Sub in connection with the consummation of the respective Merger contemplated hereby and all certificates, opinions, instruments, and other documents required to effect such Merger will be satisfactory in form and substance to the respective Merged Entity; and 7.2.8 all applicable waiting periods (and any extensions thereof), if any, under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated. Each Merged Entity may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date of the respective Merger.