Common use of Conditions to the Obligation of Buyer Clause in Contracts

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Buyer) of each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of the Sellers contained in this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, shall be true and correct on and as of the Closing Date, except for any failure to be true and correct that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Each Seller shall have performed and complied with all covenants and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, to be performed or complied with by it on or prior to the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is in effect on the Closing Date and prohibits the consummation of the Closing. (d) The Bankruptcy Court shall have entered the Approval Order and such Approval Order shall not be subject to a stay pending appeal.

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (unless waived in writing by Buyer) at or prior to the Principal Closing of each of the following conditions on conditions, any and all of which may be waived in writing, in whole or prior in part, by Buyer to the Closing Dateextent permitted by Law: (a) The All representations and warranties of the Sellers made by Sapphire contained in this AgreementArticle III (other than Fundamental Representations), disregarding all materiality and without giving effect to materiality, Material Adverse Effect qualifications contained thereinor similar qualifications, shall be true and correct on at and as of the date of this Agreement and the Principal Closing DateDate as though such representations and warranties were made at and as of such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except for any to the extent the failure of such representations and warranties to be true and correct that, together with all other such failures, has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations made by Sapphire in Article III shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such Fundamental Representations were made at and as of the such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct in all material respects only as of such specified date). (b) Each Seller Sellers shall have duly performed and or complied with with, in all material respects, all of the material covenants and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, agreements required to be performed or complied with by it on Sellers at or prior to Principal Closing under the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effectterms of this Agreement. (c) No Governmental Authority Material Adverse Effect with respect to the Businesses shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is in effect on occurred since the Closing Date and prohibits the consummation date of the Closingthis Agreement. (d) The Bankruptcy Court Sellers shall have entered delivered to Buyer a certificate dated as of the Approval Order Principal Closing Date signed by an officer of Sellers to the effect that each of the conditions set forth in Sections 8.02(a), 8.02(b) and 8.02(c) have been satisfied. (e) Sapphire shall have delivered, or caused to be delivered, to Buyer the items and documents set forth in Section 2.09(a) (it being acknowledged and agreed that such Approval Order items and documents shall not be subject delivered, or caused to a stay pending appealbe delivered, concurrently with the Principal Closing).

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (unless waived in writing or waiver by BuyerBuyer as of the Closing) of each of the following conditions on or prior to the Closing Dateconditions: (a) The (i) the representations and warranties of the Sellers contained set forth in this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, Article IV above shall be true and correct on in all material respects at and as of the Closing Date, except for any failure to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct thatin all material respects as of such earlier date, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (bii) Each Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, (iii) each Hampshire Party shall have delivered to be performed or complied with by it on or prior to Buyer a certificate dated the Closing DateDate and signed by such Hampshire Party confirming the foregoing; (b) there shall not be any injunction, except for judgment, order, decree, ruling, or charge in effect preventing consummation of any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect.of the transactions contemplated by this Agreement or any ancillary agreements; (c) No Governmental Authority The Hampshire Parties shall have enactedexecuted and delivered to Buyer the agreements, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is instruments and certificates provided for in effect on the Closing Date and prohibits the consummation of the Closing.Section 3.2; and (d) The Bankruptcy Court shall have entered all actions to be taken by the Approval Order Hampshire Parties in connection with consummation of the transactions as specified by this Agreement and such Approval Order shall not all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be subject reasonably satisfactory in form and substance to a stay pending appealBuyer.

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (unless waived in writing by Buyer) at or prior to the Principal Closing of each of the following conditions on conditions, any and all of which may be waived in writing, in whole or prior in part, by Buyer to the Closing Dateextent permitted by Law: (a) The All representations and warranties of the Sellers made by Sapphire contained in this AgreementArticle III (other than Fundamental Representations), disregarding all materiality and without giving effect to materiality, Material Adverse Effect qualifications contained thereinor similar qualifications, shall be true and correct on at and as of the date of this Agreement and the Principal Closing DateDate as though such representations and warranties were made at and as of such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except for any to the extent the failure of such representations and warranties to be true and correct that, together with all other such failures, has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Fundamental Representations made by Sapphire in Article III shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such Fundamental Representations were made at and as of the such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct in all material respects only as of such specified date). (b) Each Seller Sellers shall have duly performed and or complied with with, in all material respects, all of the material covenants and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, agreements required to be performed or complied with by it on Sellers at or prior to Principal Closing under the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effectterms of this Agreement. (c) No Governmental Authority Material Adverse Effect with respect to the Businesses shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is in effect on occurred since the Closing Date and prohibits the consummation date of the Closingthis Agreement. (d) The Bankruptcy Court Sellers shall have entered delivered to Buyer a certificate dated as of the Approval Order Principal Closing Date signed by an officer of Sellers to the effect that each of the conditions set forth in Sections 8.02(a), 8.02(b) and such Approval Order 8.02(c) have been satisfied. (e) Sapphire shall not have delivered, or caused to be subject delivered, to a stay pending appealBuyer the items and documents set forth in Section 2.09(a).

Conditions to the Obligation of Buyer. The Unless waived in writing by Buyer, the obligation of Buyer to consummate effect the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Buyer) of each fulfillment at or prior to the Closing Date of the following conditions on conditions: (a) Seller shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing Date:; (ab) The the representations and warranties of the Sellers contained Seller in this AgreementAgreement that are qualified as to materiality shall be true and correct, disregarding all materiality and Material Adverse Effect qualifications contained therein, those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct or true and correct in all material respects, as applicable, on and as of such earlier date), except for changes contemplated by this Agreement; (c) since the date hereof there shall not have occurred a Material Adverse Effect; (d) Seller shall have obtained consents to the assignment to Buyer of the Contracts set forth on Schedule 7.3(d); and (e) Seller shall have furnished to Buyer a certificate, dated as of the Closing Date, except for any failure signed by a duly authorized officer of Seller to be true the effect that all conditions set forth in Section 7.3(a) and correct that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Each Seller shall have performed and complied with all covenants and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, to be performed or complied with by it on or prior to the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effectbeen satisfied. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is in effect on the Closing Date and prohibits the consummation of the Closing. (d) The Bankruptcy Court shall have entered the Approval Order and such Approval Order shall not be subject to a stay pending appeal.

Conditions to the Obligation of Buyer. The Unless waived in writing by Buyer, the obligation of Buyer to consummate effect the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Buyer) of each fulfillment at or prior to the Closing Date of the following conditions on conditions: (a) Seller shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by them hereunder at or prior to the Closing Date:; (ab) The the representations and warranties of the Sellers contained Seller in this AgreementAgreement that are qualified as to materiality shall be true and correct, disregarding all materiality and Material Adverse Effect qualifications contained therein, those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct or true and correct in all material respects, as applicable, on and as of such earlier date), except for changes contemplated by this Agreement and except where the failure to be so true and correct, individually or together with all other failures, is not a Material Adverse Effect; (c) Seller shall have furnished to Buyer a certificate, dated as of the Closing Date, except for any failure signed by a duly authorized officer of Seller to be true the effect that all conditions set forth in Section 7.3(a) and correct that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Each Seller shall have performed and complied with all covenants and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, to be performed or complied with by it on or prior to the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or non-appealable judgment, decree, injunction or other order that is in effect on the Closing Date and prohibits the consummation of the Closing.been satisfied; (d) The Bankruptcy Court there shall not have occurred any Material Adverse Effect; and (e) all consents and approvals required of any Governmental Authority or with respect to any Material Contract or Permit set forth on Schedule 7.3(e) shall have entered the Approval Order been obtained in form and such Approval Order shall not be subject substance reasonably acceptable to a stay pending appealBuyer.

Conditions to the Obligation of Buyer. The obligation of Buyer to consummate proceed with the transactions contemplated by this Agreement Closing is subject to the satisfaction (unless waived in writing by Buyer) of each of the following conditions on or prior to the Closing DateDate of all the following conditions, any one or more of which may be waived in whole or in part by Buyer in its sole discretion: (a) The Seller shall have complied with all of the respective covenants and agreements contained herein, and all of the representations and warranties of the Sellers Seller contained in this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, Agreement shall be true on and correct as of the Closing Date as if made anew on and as of the Closing Date, except for any failure to be true and correct that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Each Seller Buyer shall have performed received the following documents, in each case in form and complied with substance reasonably satisfactory to Buyer and its counsel: (I) the Closing Agreements, Certificates and Documents shall have been executed and delivered by Seller; and (II) Copies of all covenants contracts and obligation under this Agreement, disregarding all materiality and Material Adverse Effect qualifications contained therein, agreements to be performed or complied with assumed by it on or prior Buyer and all other contracts that are in force by and between Seller and any other third party which relates to the Closing Date, except for any failure to perform and comply that, together with all other such failures, has not had, and would not reasonably be expected to have, a Material Adverse EffectAssets being purchased. (c) No Governmental Authority Litigation shall have enacted, issued, promulgated, enforced be pending or entered any statute, rule, regulation or non-appealable judgment, decreethreatened and no order, injunction or other order that is decree shall have been entered by any Governmental Authority which in effect on the Closing Date and prohibits the Buyer's sole discretion would prohibit, restrict or delay consummation of the Closingtransactions contemplated by this Agreement. (d) The Bankruptcy Court All consents and approvals of third parties which are required to consummate the transactions contemplated herein shall have entered been obtained and delivered to Buyer. From the Approval Order date hereof until the Closing Date, there shall have occurred no adverse changes or events which singularly or as whole would have a material adverse effect on the Business or the Assets. (e) Buyer shall have received from Coast Business Credit the complete release of all its liens and such Approval Order shall not be subject to a stay pending appealsecurity interests on the Assets.