Common use of Conditions to Seller’s Obligation Clause in Contracts

Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, or Seller’s written waiver, at or prior to the Closing of each of the following conditions: (a) The representations and warranties of Buyer contained in Section 7.2, shall have been true and correct in all respects as of the Closing Date with the same effect as though made 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), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (b) Buyer shall have duly performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder; and (c) Buyer shall have delivered to Seller the Purchase Price, duly executed counterparts to the other agreements, instruments and documents required to be delivered at the Closing and such other deliveries of Buyer as set forth in Section 6.3. (d) Buyer shall have offered employment packages to each Member for employment with Buyer upon terms and conditions mutually acceptable to Buyer and each Member.

Conditions to Seller’s Obligation. Seller’s obligation The respective obligations of Sellers to consummate perform this Agreement are subject to the satisfaction, at or before the closing, of the following conditions set forth in this Section 6.2 (unless waived by the Sellers' Representative in writing): (i) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement is subject shall have expired or been terminated, and all filings, authorizations and approvals and consents necessary to the satisfaction, or Seller’s written waiver, at or prior to permit the Closing of each of the following conditions:without a Material Adverse Effect shall have been duly made with or obtained from all applicable governmental authorities or other Persons; (aii) The there shall be no suit, action, investigation or proceeding pending or threatened before any court, agency or other governmental authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part; (iii) the representations and warranties of Buyer contained in Section 7.2, shall have been true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which Article 5 shall be true and correct in all material respects on and as of that specified date)the date when made and on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (b) Buyer shall have duly performed and complied in all material respects with all covenants, of the covenants and agreements and conditions required by this Agreement to be performed, observed and complied with on its part performed by Buyer prior to or as of Closing hereunder; andthe Closing; (civ) Buyer shall have executed and delivered to Seller the Purchase Price, duly executed counterparts Sellers a certificate as to the other agreements, instruments and documents required to be delivered at satisfaction of the Closing and such other deliveries of Buyer as set forth conditions described in Section 6.3. (d) Buyer shall have offered employment packages to each Member for employment with Buyer upon terms and conditions mutually acceptable to Buyer and each Member.the foregoing paragraph 6.2

Conditions to Seller’s Obligation. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, or Seller’s written waiver, at or prior to the Closing of each satisfaction of the following conditions: (a) The representations and All of the warranties of Buyer contained in Section 7.2Article 6 shall be true, shall have been true complete and correct in all respects on and as of the Closing Date with as if made on the same effect as though made at Closing Date and as of such date (except those representations and warranties that address matters only as of a specified date, which Seller shall be true and correct have received the certificate described in all respects as of that specified dateSection 12.02(b), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (b) Buyer and Seller shall have duly performed received or obtained all governmental and complied regulatory consents and approvals as specified in all material respects with all covenantsArticle 11 hereof, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to the waiting period under the HSR Act shall have expired or as of Closing hereunder; andbeen terminated; (c) No injunction restraining or prohibiting the transactions contemplated hereby shall have been issued by a court or governmental authority; (d) Buyer shall have delivered to Seller the Purchase Price, duly executed counterparts to the other agreements, instruments and documents funds required to be delivered at to it pursuant to Sections 12.02(a) of this Agreement; (e) Buyer, and its officers and counsel shall have executed and delivered the items described in Section 12.02 of this Agreement; and (f) No material damage to or loss of any of the Sugar Creek Assets by fire or other casualty shall have occurred between the date of this Agreement and the Closing and such other deliveries of Buyer as set forth in Section 6.3. (d) Buyer shall have offered employment packages to each Member for employment with Buyer upon terms and conditions mutually acceptable to Buyer and each Member.Date. ARTICLE 13

Conditions to Seller’s Obligation. Seller’s 's obligation to consummate the transactions contemplated by this Agreement transaction is subject to the satisfaction, or Seller’s 's written waiver, at or prior to the Closing or at such other time as specified below of each of the following conditions: (a) The delivery of this Agreement, schedules and exhibits and items set forth in Section 7.3, in form and substance reasonably satisfactory to Seller; provided, however, the form and content of all such closing documents shall be approved by the Seller and Buyer in their reasonable discretion, and (b) payment of the Purchase Price; (c) representations and warranties of Buyer contained in Section 7.2this Agreement, shall have been true and correct in all material respects as of the Closing Date with the same effect as though made at when made, 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 material respects as of that specified date), except where on the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;Closing Date. (bd) Buyer shall have duly performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Shareholder Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder; and (c) Buyer shall have delivered to Seller the Purchase Price, duly executed counterparts to the other agreements, instruments and documents required to be delivered at the Closing and such other deliveries of Buyer as set forth in Section 6.3. (de) Buyer No action, proceeding or order by any court or government body or agency shall have offered employment packages been threatened in writing, asserted, initiated or entered to each Member for employment with Buyer upon terms and conditions mutually acceptable to Buyer and each Memberrestrain or prohibit the carrying out of the transaction contemplated by this Agreement.