Common use of CONDITIONS TO THE OBLIGATIONS OF A Clause in Contracts

CONDITIONS TO THE OBLIGATIONS OF A. The obligations of A to consummate the Mergers and the other transactions contemplated hereby and by the ancillary agreements are subject to the satisfaction of the following further conditions: (a) each of the representations and warranties of B contained in this Agreement or the ancillary agreements that is qualified as to materiality shall be true and correct, and each that is not so qualified shall be true and correct in all material respects, as of the Effective Time as though made on and as of the Effective Time (or, in the case of those representations and warranties which address matters only as of a particular date, as of such date), and A shall have received a certificate of the Chairman, President or Chief Financial Officer of B to such effect; (b) each of the representations and warranties of TW and the Company contained in this Agreement or the ancillary agreements that is qualified as to materiality shall be true and correct, and each that is not so qualified shall be true and correct in all material respects, as of the Effective Time, as though made on and as of the Effective Time (or, in the case of those representations and warranties which address matters only as of a particular date, as of such date), and A shall have received a certificate of the Chairman, President or Chief Executive Officer of the Company to such effect; (c) B shall have performed or complied in all material respects with all agreements and covenants required by this Agreement or the ancillary agreements to be performed or complied with by it on or prior to the Effective Time, and A shall have received a certificate of the Chairman, President or Chief Financial Officer of B to that effect; (d) each of TW and the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement or the ancillary agreements to be performed or complied with by it on or prior to the Effective Time, and A shall have received a certificate of the Chairman, President or Chief Executive Officer of the Company to such effect; (i) A shall have received a written opinion from Shearman & Sterling to the effect that each of the A Merger and the B Merger will be treated for federal income tax purposes as a reorganization within the meaning of SECTION 368(a) of the Code, that no gain or loss will be recognized by any of the Company, A or B as a result of such Mergers, and that no gain or loss will be recognized by any of C GP, C Inc. or the Company as a result of the C Merger; and (ii) if the Drop-Down is to be effected, A shall have received a written opinion from Shearman & Sterling to the effect that the Drop-Down will be treated for federal income tax purposes as a tax- 63 free transfer of property within the meaning of SECTION 351 of the Code in which no gain or loss is recognized by either the Company or Newco B Corporation by reason of the transfer; which opinions may rely upon such certificates of the Company, B and A as are customary for such opinions, including certificates substantially in the forms of EXHIBIT F, EXHIBIT G and EXHIBIT H; (f) the personal guarantees issued by each A Principal Holder in respect of indebtedness of A to First Hawaiian Bank shall have been released subject only to the condition that the Mergers shall have been consummated; and (g) as of the Effective Time, the Company and its subsidiaries (which shall include A and B) shall have at least $80 million in cash and cash equivalents (including, without limitation, all such amounts to be drawn down on the Closing Date under committed lines of credit, but excluding, in all cases, the proceeds of borrowings guaranteed by the U.S. federal government, expenses of the transactions contemplated hereby that are payable at or after the Closing and all other amounts of such cash that must be paid as a result of the Closing), PROVIDED that at least $50 million of such amount constitutes "unrestricted cash."

CONDITIONS TO THE OBLIGATIONS OF A. The obligations of A to consummate the Mergers and the other transactions contemplated hereby and by the ancillary agreements are subject to the satisfaction of the following further conditions: (a) each of the representations and warranties of B contained in this Agreement or the ancillary agreements that is qualified as to materiality shall be true and correct, and each that is not so qualified shall be true and correct in all material respects, as of the Effective Time as though made on and as of the Effective Time (or, in the case of those representations and warranties which address matters only as of a particular date, as of such date), and A shall have received a certificate of the Chairman, President or Chief Financial Officer of B to such effect; (b) each of the representations and warranties of TW and the Company contained in this Agreement or the ancillary agreements that is qualified as to materiality shall be true and correct, and each that is not so qualified shall be true and correct in all material respects, as of the Effective Time, as though made on and as of the Effective Time (or, in the case of those representations and warranties which address matters only as of a particular date, as of such date), and A shall have received a certificate of the Chairman, President or Chief Executive Officer of the Company to such effect; (c) B shall have performed or complied in all material respects with all agreements and covenants required by this Agreement or the ancillary agreements to be performed or complied with by it on or prior to the Effective Time, and A shall have received a certificate of the Chairman, President or Chief Financial Officer of B to that effect; (d) each of TW and the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement or the ancillary agreements to be performed or complied with by it on or prior to the Effective Time, and A shall have received a certificate of the Chairman, President or Chief Executive Officer of the Company to such effect; (i) A shall have received a written opinion from Shearman & Sterling to the effect that each of the A Merger and the B Merger will be treated for federal income tax purposes as a reorganization within the meaning of SECTION Section 368(a) of the Code, that no gain or loss will be recognized by any of the Company, A or B as a result of such Mergers, and that no gain or loss will be recognized by any of C GP, C Inc. or the Company as a result of the C Merger; and (ii) if the Drop-Down is to be effected, A shall have received a written opinion from Shearman & Sterling to the effect that the Drop-Down will be treated for federal income tax purposes as a tax- 63 free transfer of property within the meaning of SECTION Section 351 of the Code in which no gain or loss is recognized by either the Company or Newco B Corporation by reason of the transfer; which opinions may rely upon such certificates of the Company, B and A as are customary for such opinions, including certificates substantially in the forms of EXHIBIT Exhibit F, EXHIBIT Exhibit G and EXHIBIT Exhibit H; (f) the personal guarantees issued by each A Principal Holder in respect of indebtedness of A to First Hawaiian Bank shall have been released subject only to the condition that the Mergers shall have been consummated; and (g) as of the Effective Time, the Company and its subsidiaries (which shall include A and B) shall have at least $80 million in cash and cash equivalents (including, without limitation, all such amounts to be drawn down on the Closing Date under committed lines of credit, but excluding, in all cases, the proceeds of borrowings guaranteed by the U.S. federal government, expenses of the transactions contemplated hereby that are payable at or after the Closing and all other amounts of such cash that must be paid as a result of the Closing), PROVIDED provided that at least $50 million of such amount constitutes "unrestricted cash."