Common use of Conditions to the Buyer’s Obligations Clause in Contracts

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver of the following conditions as of the Closing Date: (a) [***]; (b) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations and warranties set forth in Article V hereof shall be true and correct in all material respects as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (d) The Seller and Principals shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or prior to the Closing; (e) No Action or Proceeding by a third party shall be pending wherein an unfavorable Court Order would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Buyer to own the Purchased Assets or operate the Business, and no Court Order shall have been entered which has any of the foregoing effects; (f) There shall not have occurred a Material Adverse Effect as to the Business; (g) Each of Seller and Principals, as applicable, shall have executed and delivered each of the documents described in Section 4.2(a) hereof; and (h) The Buyer shall have received from the Seller all sales leads and/or pending orders for the Purchased Assets. Any condition specified in this Section 8.1 may be waived by the Buyer; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Buyer.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate buy the transactions contemplated by Purchase Securities under this Agreement is subject to the fulfillment or waiver satisfaction of each of the following conditions as of on or before the Closing Datedate hereof: (a) [***];The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer; and (b) Execution The Board of Directors or a contract satisfactory duly authorized committee thereof shall have adopted resolutions substantially in the form attached hereto as Exhibit A, or referred to Seller [***] relating to therein, which shall be in full force and effect without any amendment or supplement thereto as of the Post-Harvest Business;date hereof. (c) The representations Company shall have obtained any and warranties set forth in Article V hereof all consents, permits, approvals, registrations and waivers necessary for the consummation of the transactions contemplated by the Transaction Documents, all of which shall be true in full force and correct in all material respects as effect; it being expressly understood and agreed that Admission of the Closing Date as though then made and as though Ordinary Shares being purchased by Buyer hereunder will take place promptly following the Closing Date were substituted for the date execution of this Agreement throughout such representations and warranties;Agreement. (d) The Seller and Principals No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have performed been issued, and complied in all material respects with all no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the covenants and agreements required to be performed by each of them under this Agreement on transactions contemplated hereby or prior to in the Closing;other Transaction Documents. (e) No Action stop order or Proceeding by a third party shall be pending wherein an unfavorable Court Order would prevent the performance suspension of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Buyer to own the Purchased Assets or operate the Business, and no Court Order trading shall have been entered which has imposed by Nasdaq, the SEC or any of other governmental or regulatory body with respect to public trading in the foregoing effects; (f) There shall not have occurred a Material Adverse Effect as to the Business; (g) Each of Seller and Principals, as applicable, shall have executed and delivered each of the documents described in Section 4.2(a) hereof; and (h) The Buyer shall have received from the Seller all sales leads and/or pending orders for the Purchased Assets. Any condition specified in this Section 8.1 may be waived by the Buyer; provided that no such waiver shall be effective unless it is set forth in a writing executed by the BuyerOrdinary Shares or ADSs.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the Closing Datetime of the Closing: (a) [***]; (b) Execution All of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations and warranties (considered collectively) and each representation and warranty (considered individually) set forth in Article V hereof shall III and Article IV will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warrantiesexcept for any representation or warranty that expressly relates to a specific prior date; (db) The Seller and Principals shall the Company will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of them the Seller and the Company under this Agreement on at or prior to the Closing; (ec) No Action or Proceeding by a third party There shall be pending wherein an unfavorable Court Order would prevent the performance of no proceeding commenced or threatened against Buyer involving this Agreement or any of the transactions contemplated herebyherein or any judgment, declare unlawful decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement; (d) All applicable waiting periods under the HSR Act, cause such transactions to be rescinded if any, shall have expired or materially been terminated; (e) The Company and adversely affect the right Buyer shall have received the resignation of each director of each of USS and Triple A and each officer of each of USS and Triple A, effective as of the Buyer to own the Purchased Assets or operate the Business, and no Court Order shall have been entered which has any of the foregoing effectsClosing Date; (f) There shall On or prior to the Closing Date, the Seller will have delivered to the Buyer all of the following (dated as of the Closing Date, except as otherwise indicated): (1) With respect to each of USS and Triple A, certificates, dated not earlier than the tenth (10th) day prior to the Closing Date, of the Secretary of State of the State of New Jersey and the Commonwealth of Pennsylvania, respectively, stating that such entities are validly existing or have occurred comparable active status; (2) A certificate of an executive officer of the Seller certifying that each of the conditions set forth in Sections 1.5(a) and 1.5(b) has been satisfied as of the time of the Closing; and (3) a Material Adverse Effect certificate of the Secretary or Assistant Secretary of each of the Seller, USS and Triple A certifying as to the Business;resolutions of the board of directors of each of such entities, the certificate of incorporation and by-laws of such entities and incumbency of the officers of such entities executing this Agreement or any Transaction Document, respectively. (g) Each of The Seller shall have delivered the Shares to the Buyer, accompanied by stock powers duly endorsed in blank; (h) Xxxxx & Xxxxxxxx LLP, counsel to the Seller and Principals, as applicablethe Company, shall have delivered its opinion to the Buyer in form and substance reasonably acceptable to the Buyer and its counsel; (i) The Seller shall have delivered to the Buyer a release in the form of Exhibit B executed by Seller ("Seller's Release"); (j) The Seller and the Company shall have delivered each to Buyer such documents as Buyer may reasonably request including, without limitation or example, all of the documents described Company's written customer contracts; (k) The Seller shall have paid or caused to be paid all outstanding amounts under the XxXxxx Facility. (l) The Seller shall have delivered to Buyer a certificate of an executive officer of the Seller certifying that all powers of attorney authorizing any Person to represent the Company have been terminated. (m) There shall be no condition to or inability of Buyer to conduct the business and operations of the Company in Section 4.2(athe ordinary course of business as, of and on the Closing Date including, without limitation or example, telephone Switch operations, software performance and performing monitoring services required by Company's customer contracts from premises known as 00 Xxxxx Xxxxxx, Xxxxxx Barre, Pennsylvania; (n) hereofThe Seller and Company shall have caused the satisfaction of any and all debt or other obligations existing between the Company on the one hand and any direct or indirect parent of the Company or any Affiliate of the Company, on the other hand; and (ho) The Buyer shall have received from Company is not (i) subject to any then current petition to the Seller all sales leads and/or pending orders National Labor Relations Board ("NLRB") for recognition of any union by or on behalf of any of the Purchased Assets. Any condition specified Company's employees, and (ii) the petition of the International Brotherhood of Electrical Workers, referenced in this Section 8.1 may SCHEDULE 3.13 hereto, to be waived the representative of any bargaining unit(s) at the Company has been rejected or defeated by a vote of the Company's employees entitled to so vote pursuant to NLRB Rules and the result has been certified by the Buyer; provided that no NLRB and any objections filed by any union have been denied or have been resolved in favor of the Company by a decision of the NLRB Regional Director and an appeal has not been filed from any decision of the NRLB Regional Director within 60 days after such waiver shall be effective unless it is set forth in a writing executed by the Buyervote.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement is it in connection with the Closing will be subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the Closing Datetime of the Closing: (a) [***]; (b) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations Each representation and warranties warranty set forth in Article V hereof shall Section 5 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warrantiesexcept for any representation or warranty that expressly relates to a specific prior date; (db) The Seller and Principals shall Sellers will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of them the Sellers under this Agreement on or any other agreements, documents and instruments to be entered into by the Sellers in connection with the transactions contemplated hereby at or prior to the Closing; (ec) No Action or Proceeding by a third party There shall be pending wherein an unfavorable Court Order would prevent no proceeding commenced or threatened against the performance of Buyer or Sellers involving this Agreement or any of the transactions contemplated herebyherein or any judgment, declare unlawful decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement; (d) Sellers shall have delivered the Nanotech Shares to the Buyer, cause such transactions to be rescinded free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or materially otherwise) and adversely affect the right of the Buyer to own the Purchased Assets or operate the Businessencumbrances, and no Court Order excepting only Assumed Liabilities; (e) There shall have been entered which has any no material adverse change in the condition (financial or otherwise), results of the foregoing effectsoperations, properties, assets, or Liabilities of Sellers; (f) There Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC, including but not have occurred limited to, the filing of a Material Adverse Effect as to the Businesspreliminary and a definitive Schedule 14C Information Statement; (g) Each The pro forma consolidated financial statements of Seller and Principals, as applicable, the Buyer shall have executed been completed in accordance with the Exchange Act, and delivered each the rules and regulations promulgated thereunder, and the report of the documents described in Section 4.2(a) hereofindependent auditors with respect to such financial statements completed and submitted; and (h) The Buyer Sellers shall have received from delivered to the Seller all sales leads and/or pending orders for Buyer the Purchased Assets. Any condition specified in this Section 8.1 may be waived by the Buyer; provided that no such waiver shall be effective unless it is items set forth in a writing executed by the BuyerSection 4.02.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement is it in connection with the Closing will be subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the Closing Datetime of the Closing: (a) [***]; (b) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations Each representation and warranties warranty set forth in Article V hereof shall Section 6 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warranties;except for any representation or warranty that expressly relates to a specific prior date. (db) The Each Seller and Principals shall will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of them such Seller under this Agreement on or any other agreements, documents and instruments to be entered into by such Seller in connection with the transactions contemplated hereby at or prior to the Closing;. (ec) No Action or Proceeding by a third party There shall be pending wherein an unfavorable Court Order would prevent no proceeding commenced or threatened against the performance of Buyer or any Seller involving this Agreement or any of the transactions contemplated herebyherein or any judgment, declare unlawful decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) Sellers shall have delivered the EPOD Shares to the Buyer, cause such transactions to be rescinded free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or materially otherwise) and adversely affect the right of the Buyer to own the Purchased Assets or operate the Businessencumbrances, and no Court Order excepting only Assumed Liabilities. (e) There shall have been entered which has any no material adverse change in the condition (financial or otherwise), results of the foregoing effects;operations, properties, assets, or Liabilities of a Seller. (f) There Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein including, but not have occurred limited to, the Reverse Stock Split and Authorized Share Capital Increase, and change in control pursuant to Section 5.07 herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) filed a Material Adverse Effect as preliminary and a definitive Schedule 14C Information Statement; (iv) filed all necessary documents and requests with FINRA pertaining to the Business;Reverse Stock Split and Authorized Share Capital Increase; and (v) obtained FINRA approval for the Reverse stock Split and Authorized Share Capital Increase; and (vi) the Authorized Share Capital Increase shall have taken effect before Closing, as set forth in Section 4.01a. (g) Each The pro forma consolidated financial statements of Seller and Principals, as applicable, the Buyer shall have executed been completed in accordance with the Exchange Act, and delivered each the rules and regulations promulgated thereunder, and the report of the documents described in Section 4.2(a) hereof; andindependent auditors with respect to such financial statements completed and submitted. (h) The Buyer Sellers shall have received from delivered to the Seller all sales leads and/or pending orders for Buyer the Purchased Assets. Any condition specified in this Section 8.1 may be waived by the Buyer; provided that no such waiver shall be effective unless it is items set forth in a writing executed by the BuyerSection 5.02.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement is it in connection with the Closing will be subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the Closing Datetime of the Closing: (a) [***]; (b) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations Each representation and warranties warranty set forth in Article V hereof shall Section 5 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warrantiesexcept for any representation or warranty that expressly relates to a specific prior date; (db) The Seller and Principals shall Each of the Sellers will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of them the Sellers under this Agreement on or any other agreements, documents and instruments to be entered into by the Sellers in connection with the transactions contemplated hereby at or prior to the Closing; (ec) No Action or Proceeding by a third party There shall be pending wherein an unfavorable Court Order would prevent no proceeding commenced or threatened against 4Less or either of the performance of Sellers involving this Agreement or any of the transactions contemplated herebyherein or any judgment, declare unlawful decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement; (d) The Sellers shall have delivered their respective 4LESS Shares to the Buyer, cause such transactions to be rescinded free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or materially otherwise) and adversely affect the right of the Buyer to own the Purchased Assets or operate the Businessencumbrances, and no Court Order excepting only Assumed Liabilities; (e) There shall have been entered which has any no material adverse change in the condition (financial or otherwise), results of the foregoing effectsoperations, properties, assets, or Liabilities of 4Less; (f) There Buyer shall not have occurred a Material Adverse Effect as to have: (i) obtained stockholder approval for the Businessconsummation of the transaction set forth herein; and (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC; (g) Each of Seller and Principals, as applicable, shall have executed and delivered each of to the documents described Buyer the items set forth in Section 4.2(a) hereof4.02; and (h) The Following Closing and within the prescribed deadline, the Buyer shall have received from undertakes to make all necessary filings with the Seller all sales leads and/or pending orders for SEC and to complete pro forma consolidated financial statements in accordance with the Purchased Assets. Any condition specified in this Section 8.1 may be waived by Exchange Act, and the Buyer; provided that no rules and regulations promulgated thereunder, and the report of independent auditors with respect to such waiver financial statements shall be effective unless it is set forth in a writing executed by the Buyercompleted and submitted.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement is it in connection with the Closing will be subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the Closing Datetime of the Closing: (a) [***]; (b) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations Each representation and warranties warranty set forth in Article V hereof shall Section 5 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warrantiesexcept for any representation or warranty that expressly relates to a specific prior date; (db) The Seller and Principals shall will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of them the Seller under this Agreement on or any other agreements, documents and instruments to be entered into by the Seller in connection with the transactions contemplated hereby at or prior to the Closing; (ec) No Action or Proceeding by a third party There shall be pending wherein an unfavorable Court Order would prevent no proceeding commenced or threatened against the performance of Seller involving this Agreement or any of the transactions contemplated herebyherein or any judgment, declare unlawful decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement; (d) Seller shall have delivered the RAD Shares to the Buyer, cause such transactions to be rescinded free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or materially otherwise) and adversely affect the right of the Buyer to own the Purchased Assets or operate the Businessencumbrances, and no Court Order excepting only Assumed Liabilities; (e) There shall have been entered which has any no material adverse change in the condition (financial or otherwise), results of the foregoing effectsoperations, properties, assets, or Liabilities of Seller; (f) There Buyer shall not have occurred a Material Adverse Effect as to have: (i) obtained stockholder approval for the Businessconsummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC; (g) Each The pro forma consolidated financial statements of Seller and Principals, as applicable, the Buyer shall have executed been completed in accordance with the Exchange Act, and delivered each the rules and regulations promulgated thereunder, and the report of the documents described in Section 4.2(a) hereofindependent auditors with respect to such financial statements completed and submitted; and (h) The Buyer Seller shall have received from delivered to the Seller all sales leads and/or pending orders for Buyer the Purchased Assets. Any condition specified in this Section 8.1 may be waived by the Buyer; provided that no such waiver shall be effective unless it is items set forth in a writing executed by the BuyerSection 4.02.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement is it in connection with the Closing will be subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the Closing Datetime of the Closing: (a) [***]; (b) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations i. Each representation and warranties warranty set forth in Article V hereof shall Section 5 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date were substituted made, except for the date of changes expressly required by this Agreement throughout such representations and warrantiesexcept for any representation or warranty that expressly relates to a specific prior date; (d) The Seller ii. Each of PCTI and Principals shall CC will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of them under this Agreement on or prior to the Closing; (e) No Action or Proceeding by a third party shall be pending wherein an unfavorable Court Order would prevent the performance of this Agreement or any other agreements, documents and instruments to be entered into by each of PCTI and CC in connection with the transactions contemplated herebyhereby at Closing; iii. There shall be no proceeding commenced or threatened against PCTI and/or CC, declare unlawful involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement; iv. CC shall have delivered the PCTI Shares to the Buyer, cause such transactions to be rescinded free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or materially otherwise) and adversely affect the right of the Buyer to own the Purchased Assets or operate the Business, and no Court Order encumbrances; v. There shall have been entered which has no material adverse change in the condition (financial or otherwise), results of operations, properties, assets, or Liabilities of PCTI; vi. PCTI and CC, as applicable shall have obtained any and all other requisite approvals for the consummation of the foregoing effectstransaction set forth herein; (f) There vii. CC shall not have occurred a Material Adverse Effect as delivered to the Business; (g) Each of Seller and Principals, as applicable, shall have executed and delivered each of Buyer the documents described in Section 4.2(a) hereof; and (h) The Buyer shall have received from the Seller all sales leads and/or pending orders for the Purchased Assets. Any condition specified in this Section 8.1 may be waived by the Buyer; provided that no such waiver shall be effective unless it is items set forth in a writing executed by the Buyer.Section 4.02; and

Conditions to the Buyer’s Obligations. The Buyer’s obligation of to perform the Buyer Transactions contemplated to consummate be performed on or about the transactions contemplated by this Agreement Closing Date is subject to satisfaction, or written waiver by the fulfillment or waiver Buyer, of each of the following conditions as of the Closing Dateconditions: (ai) [***]; (b) Execution All of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (c) The representations and warranties set forth of Seller in Article V hereof shall be true and correct this Agreement must have been accurate in all material respects as of the date hereof and must be accurate in all material respects as if made on the Closing Date Date, except in each case to the extent any such representation or warranty contains a materiality qualification, in which case such representation or warranty must have been and must be accurate in all respects, (ii) the Seller must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing; and (iii) the Seller must deliver to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) above and in Section 6.1(e). (b) Each of the following documents must have been delivered to the Buyer and must be dated as though then made and as though of the Closing Date were substituted for (unless otherwise indicated): (i) a xxxx of sale and assignment executed by the Seller, in the form of Exhibit D; (ii) an assignment of patents executed by the Seller, in the form of Exhibit E; (iii) the Transition Agreement, executed by Xxxx; (iv) the Master Services Agreement, executed by Xxxx; (v) the Noncompete Agreement, executed by the Seller and Xxxx; (vi) the Employment Agreements, executed by Xxx Xxxxx and Xxx Xxxxxxxxx; (vii) an opinion from the Seller’s counsel, Kantrow, Spaht, Xxxxxx & Blitzer (A Professional Law Corporation), in the form of Exhibit F; (viii) a certificate of the Seller’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (ix) a certificate of the secretary of the Seller, in form and substance reasonably satisfactory to the Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the articles or certificate of incorporation of the Seller, certified as of a recent date by the Secretary of State of the Seller’s state of incorporation and the bylaws of the Seller, (2) to the extent applicable, resolutions duly adopted by the board of directors and shareholders of the Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of the Seller from the Seller’s state of incorporation and a certificate of good standing as of a recent date of the Seller from each state in which it is qualified to conduct business, (B) the resolutions referenced in subsection (A)(2) are still in effect and (C) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect the Seller’s existence or good standing in any such jurisdiction; (x) such other bills of sale, assignments, certificates of title and other instruments of transfer, all in form and substance reasonably satisfactory to the Buyer, as are necessary or desirable to convey fully and effectively to the Buyer all of the Purchased Assets in accordance with the terms of this Agreement throughout Agreement; and (xi) such representations other documents as the Buyer may reasonably request for the purpose of (A) evidencing the Seller’s performance of, and warrantiescompliance with, any covenant or agreement required to be performed or complied with by the Seller, (B) evidencing the satisfaction of any condition referred to in this Section 6.1, (C) vesting in the Buyer legal and beneficial title to the Purchased Assets or (D) otherwise facilitating the performance of the Transactions. (c) Each of the following must have been delivered to the Buyer with respect to each item of Real Property: (i) an Assignment of each Lease for such Real Property identified as a Material Consent on Schedule 5.2, and if requested by the Buyer, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under each such Lease, in each case in form and substance reasonably satisfactory to the Buyer; (ii) an Estoppel Certificate, in form and substance reasonably satisfactory to the Buyer, duly executed by the Seller and the landlord for each item of Real Property; and (d) The Seller and Principals shall Each other Consent listed in Schedule 5.2 must have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or prior been obtained, delivered to the Closing;Buyer, be in full force and effect and be in the form approved by the Buyer pursuant to Section 5.2(a). (e) No Action or Proceeding by a third party shall be pending wherein an unfavorable Court Order would prevent Since the performance of this Agreement or any of the transactions contemplated herebydate hereof, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Buyer to own the Purchased Assets or operate the Business, and no Court Order shall there must not have been entered which an event that has any of the foregoing effects;caused a Material Adverse Effect or could reasonably be expected to result in a Material Adverse Effect. (f) There shall must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with any of the Transactions or (ii) may have occurred a Material Adverse Effect as to the Business;effect of preventing, delaying, making illegal or interfering with any of the Transactions. (g) Each of Seller and Principals, as applicable, shall have executed and delivered each The performance of the documents described in Section 4.2(a) hereof; andTransactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law. (h) The Buyer shall must have received from obtained all Permits necessary to operate the Business in all material respects as operated immediately prior to Closing. (i) Completion of diligence visits by the Buyer with those customers of the Seller all sales leads and/or pending orders for set forth on Schedule 5.2. (j) Any contract or agreement entered into by the Seller or its Affiliates with Duquesne Power & Light Company or any of its Affiliates between the date hereof and the Closing must be in a form reasonably satisfactory to the Buyer. (k) There will not be any Encumbrances on the Purchased Assets, other than Permitted Encumbrances. (l) The Seller must have taken all appropriate corporate action to cause its corporate name to be changed to a name that does not include “Energy Delivery Services”, “EDS” or any variation thereof, and the Seller must have delivered to the Buyer certificates or other appropriate documentation that will be adequate to allow the Seller’s corporate name to be so changed in the Seller’s jurisdiction of incorporation and to make corresponding filings reflecting such name change in each jurisdiction in which the Seller is qualified to do business. Any condition specified The Seller hereby authorizes the Buyer to file after the Closing such certificates or documentation in this Section 8.1 may be waived by the Buyer; provided that no any such waiver shall be effective unless it is set forth in a writing executed by the Buyerjurisdiction to effect such name change and to make such corresponding filings.