Common use of Conditions to the Obligations of Buyer and Merger Subsidiary Clause in Contracts

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) No Material Adverse Effect shall have occurred and be continuing as a result of either (i) the breach by the Company of any of the representations and warranties of the Company contained in this Agreement (disregarding all exceptions therein for materiality and Material Adverse Effect), or (ii) the failure of the Company to have performed its obligations required hereunder, and Buyer shall have received a certificate signed by an executive officer on behalf of the Company to the foregoing effect; (b) The amount of the Closing Environmental Liabilities shall have been definitively resolved in accordance herewith, and shall not be greater than $750,000; (c) Buyer shall have received from the Company the Pre-Closing Balance Sheet and all accompanying certifications and/or reports required pursuant to Section 5.07 showing that as of the date of such Pre-Closing Balance Sheet the Net Assets of the Company are not less than negative $1,000,000; and

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) No Material Adverse Effect shall have occurred and be continuing as a result of either (i) the breach by the Company of any of the representations and warranties of the Company contained in this Agreement (disregarding all exceptions therein for materiality and Material Adverse Effect), or (ii) the failure of the Company to have performed its obligations required hereunder, and Buyer shall have received a certificate signed by an executive officer on behalf of the Company to the foregoing effect; (b) The amount of the Closing Environmental Liabilities shall have been definitively resolved in accordance herewith, and shall not be greater than $750,000; ; (c) Buyer shall have received from the Company the Pre-Pre- Closing Balance Sheet and all accompanying certifications and/or reports required pursuant to Section 5.07 showing that as of the date of such Pre-Pre- Closing Balance Sheet the Net Assets of the Company are not less than negative $1,000,000; and (d) Buyer shall have received all customary documents it may reasonably request relating to the existence of the Company and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer.