Common use of Conditions to the Company’s Obligation to Close Clause in Contracts

Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate the Repurchase are subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Company) of each of the following conditions: a. each of the representations and warranties of each Holder contained in Section 5 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; b. each Holder shall have performed all of its covenants required to be performed hereunder prior to such time in all material respects; c. each Holder shall have delivered a completed Internal Revenue Service (“IRS”) Form W-9 to the Company; and d. since the date of this Repurchase Agreement, no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be continuing that prohibits the consummation of the Repurchase.

Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate the Repurchase are subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Company) of each of the following conditions: a. each of the representations and warranties of each the Holder contained in Section 5 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; b. each the Holder shall have performed all of its covenants required to be performed hereunder prior to such time in all material respects; c. each the Holder shall have delivered a completed Internal Revenue Service (“IRS”) Form W-9 to the Company; and d. since the date of this Repurchase Agreement, no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be continuing that prohibits the consummation of the Repurchase.

Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate the Repurchase transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Company) of each of the following conditions: a. (a) each of the representations and warranties of each the Holder contained in Section 5 3 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; b. each (b) the Holder shall have performed all of its covenants required to be performed hereunder prior to such time in all material respects; c. each Holder shall have delivered a completed Internal Revenue Service (“IRS”) Form W-9 to the Company; and d. (c) since the date of this Repurchase Agreement, no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be continuing that prohibits the consummation of the RepurchaseTransaction.

Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate the Repurchase transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Companyor waiver) of each of the following conditions: a. each (a) Each of the representations and warranties of each Xxxxxxx Holder contained in Section 5 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;. b. each (b) Each Xxxxxxx Holder shall in all material respects have performed performed, satisfied and complied with all of its covenants covenants, agreements and conditions contained in this Agreement that are required to be performed hereunder prior to such time in all material respects;performed, satisfied or complied with by it on or before the Closing Date. c. each Holder shall have delivered a completed Internal Revenue Service (“IRS”c) Form W-9 The completion of proposed financing transactions, on terms and conditions satisfactory to the Company; and, resulting in gross proceeds to the Company of at least $900.0 million (the “Financing Transactions”). d. since (d) Since the date of this Repurchase Agreement, no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be continuing that prohibits the consummation of any of the Repurchasetransactions contemplated by this Agreement.

Conditions to the Company’s Obligation to Close. The obligation obligations of ----------------------------------------------- the Company to sell the applicable subseries of the Company hereunder to consummate Series D Preferred Stock at the Repurchase are applicable Closing shall be subject to the satisfaction (or, to the extent permissible under applicable law, or waiver by the Company) of each in writing of the following conditionsconditions precedent: a. each of the (a) The representations and warranties of each Holder Buyer contained in Section 5 shall herein shall, if qualified by materiality, be true and correct, and if not so qualified, be true and correct in all material respects in each case on and as of the applicable Closing Date with the same effect Date, as though such representations and warranties they had been made on and as of the such Closing Date; b. each Holder (b) The Company shall have performed all received a certificate of its covenants required to be performed hereunder prior to such time an executive officer of the Buyer, dated as of the applicable Closing Date, evidencing compliance with the conditions set forth in all material respects; c. each Holder shall have delivered a completed Internal Revenue Service (“IRS”) Form W-9 to the CompanySections 1.4(a); and d. since the date of this Repurchase Agreement, no statute, regulation, executive order, decree, ruling (c) No permanent or preliminary injunction shall have been enacted, entered, promulgated or endorsed restraining order or other order by any court governmental authority, or governmental authority of competent jurisdiction and shall be continuing that prohibits the other legal restraint or prohibition preventing consummation of the Repurchasetransactions contemplated hereby as provided herein shall be in effect and no action shall have taken place and remain in effect which seeks to obtain damages against Buyer or the Company in connection with the transactions contemplated by this Agreement.