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

Conditions to the Seller’s Obligation to Close. The Seller’s and the Seller Stockholders’ obligation to sell the Transferred Assets and to take the other actions required to be taken by the Seller and the Seller Stockholders at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller Representative, in whole or in part): (a) Each of the representations and warranties of the Buyer contained in Article VI of this Agreement: (i) that is a Fundamental Representation of the Buyer shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Buyer shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under this Agreement. (b) The Buyer has performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by the Buyer under this Agreement on or prior to the Closing Date, and the Buyer has delivered all items required to be delivered at the Closing pursuant to Section 3.2(b). (i) All conditions to the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) Adaplis shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.

Conditions to the Seller’s Obligation to Close. The Seller’s and obligations of the Seller Stockholders’ obligation to sell sell, convey, transfer and assign the Transferred Assets and to take otherwise consummate the other actions required to be taken transactions contemplated by the Seller and the Seller Stockholders this Agreement at the Closing is shall be subject to the satisfaction, satisfaction (or waiver by the Seller) at or prior to before the Closing, of each Closing of the following conditions (any of which may be waived by the Seller Representative, in whole or in part):conditions: (a) Each no Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or any governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereby on the Closing Date, and no action or proceeding shall be pending that is brought by any governmental or regulatory authority or instrumentality seeking to recover any damages or obtain other relief as a result of the consummation of such transactions; (b) the Buyer shall have performed in all material respects the obligations required under this Agreement to be performed by it on or before the Closing Date, and the Seller shall have received a certificate dated the Closing Date and signed by the President or any Vice President of the Buyer to such effect; (c) the representations and warranties of made by the Buyer contained in Article VI of this Agreement: (i) that is a Fundamental Representation of the Buyer 5 shall be true and correct in all material respects (and in all respects in the case of any representation and warranty that is qualified as of to materiality) when made on the date hereof of this Agreement and as of the Closing as if made on and as of the Closing Date, except (except for such representations and warranties i) that are made any representation or warranty that by its terms is stated to be true as of a specific particular date which shall speak need be true and correct only as of such date), date and (ii) that is not a Fundamental Representation to the extent of any inaccuracies which (y) are capable of remedy and have been remedied by the Buyer at or prior to the Closing or (z) result from changes and occurrences (which shall be true and correct (not include a breach by the Buyer of a covenant, agreement or obligation under this Agreement) arising in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as the ordinary course of business after the date hereof of this Agreement that have not had, and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as would not reasonably be expected to materially impede have, a Material Adverse Effect, and the Seller shall have received a certificate dated the Closing Date and signed by the President or delay the ability any Vice President of the Buyer to consummate the transactions under this Agreement.such effect; and (bd) The Buyer has performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by the Buyer under this Agreement on or prior shall have paid the Closing Date Payment to the Closing Date, Seller in accordance with Section 2.1 and shall have delivered to the Buyer has delivered all items required Seller the Ancillary Documents to be delivered at the Closing pursuant to Section 3.2(b). (i) All conditions to the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived by it in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) Adaplis shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this AgreementSection 3.3.

Conditions to the Seller’s Obligation to Close. 6.1 The Seller’s obligation of the Sellers to enter into this Agreement and the Seller Stockholders’ obligation to commit to sell Common Shares to the Transferred Assets and to take Purchasers on the other actions required to be taken by the Seller and the Seller Stockholders at the Closing Share Transfer Date, is subject to the satisfaction, at or prior to as of the date of the Closing, of each of the following conditions, provided that these conditions (any of which are for the Sellers' sole benefit and may be waived by the Seller Representative, Sellers at any time in whole or in part):their sole discretion: (a) The Purchasers shall have executed this Agreement, the Stock Pledge Agreement, the Registration Rights Agreement and the Escrow Agreement and delivered the same to the Sellers and Shoreline. The Purchasers shall have completed and executed the Purchaser Questionnaire and Representation Agreement and delivered the same to the Sellers and Shoreline. (b) Each Purchasers shall have wired to the account of the Escrow Agent pursuant to the Escrow Agreement its Pro-Rata Portion of the Purchase Price with an aggregate Purchase Price of $50,000,000. (c) The representations and warranties of the Buyer contained in Article VI of this Agreement: (i) that is a Fundamental Representation of the Buyer Purchaser shall be true and correct in all material respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made speak as of a specific date date, which representations and warranties shall speak only be true and correct as of such date). (d) No statute, and (ii) that is not a Fundamental Representation rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the Buyer shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under contemplated by this Agreement. (b) The Buyer has performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by the Buyer under this Agreement on or prior to the Closing Date, and the Buyer has delivered all items required to be delivered at the Closing pursuant to Section 3.2(b). (i) All conditions to the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) Adaplis shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.

Conditions to the Seller’s Obligation to Close. The Seller’s and obligation of the Seller Stockholders’ obligation to sell the Transferred Assets and Sellers to take the other actions required to be taken by the Seller and the Seller Stockholders them at the Closing is subject to the satisfactionsatisfaction or waiver, at in whole or prior to in part, in the ClosingSellers’ sole discretion, of each of the following conditions (any of which may be waived by at or before the Seller Representative, in whole or in part):Closing: (a) Each The representations and warranties of Buyer and Parent contained in this Agreement that are qualified by materiality will be true and correct and the representations and warranties of the Buyer contained in Article VI of this Agreement: (i) and Parent that is a Fundamental Representation of the Buyer shall are not so qualified will be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except for to the extent such representations and warranties that are made as of a specific date expressly relate to an earlier date, in which shall speak only as of case such date), representations and (ii) that is not a Fundamental Representation of the Buyer shall warranties will be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such earlier date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under this Agreement.; (b) The Buyer has and Parent will have performed or and complied with, in all material respectsrespects with each of their agreements contained in this Agreement, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Change,” in which case Buyer and Parent will have performed and complied with all agreements and of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (c) Buyer will have paid the amounts required to be performed or complied with by the Buyer under this Agreement on or prior to the Closing Date, and the Buyer has delivered all items required to be delivered paid at the Closing pursuant to Section 3.2(b).2.3; (id) All conditions to Buyer and/or Parent will have delivered each of the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closingagreements, but subject to the satisfaction or waiver of those conditions)certificates, instruments, and other documents that they are obligated to deliver pursuant to Section 2.3 and such documentation so delivered will be in full force and effect; and (iie) Adaplis shall be prepared to closeThe shareholders or members, as applicable, of each Seller will have approved this Agreement, the Transaction Documents, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this AgreementContemplated Transactions.

Conditions to the Seller’s Obligation to Close. The Seller’s and obligation of the Seller Stockholders’ obligation to sell the Transferred Assets and to take the other actions required to be taken by the Seller and the Seller Stockholders at the Closing consummate this Agreement is also subject to the satisfaction, satisfaction or waiver at or prior to the Closing, of each Closing of the following conditions (any of which may be waived by the Seller Representative, in whole or in part):conditions: (a) Each of the (i) The representations and warranties of the Buyer Purchaser contained in Article VI of this Agreement: (i) that is a Agreement which are Fundamental Representation of the Buyer Representations, without giving effect to any materiality or Material Adverse Change qualifications therein, shall be true and correct in all respects as of the date hereof and as of the Closing with the same force and effect as if though made on and as of the Closing (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be accurate as of such date or with respect to such period), and (ii) all other representations and warranties set forth in Article IV, (A) that are qualified as to Material Adverse Change or materiality shall be true and correct as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing (except for such representations and warranties that are made as of a specific date date, in which case they shall speak only be true and correct as of such date), and (iiB) that is are not a Fundamental Representation of the Buyer qualified as to Material Adverse Change or materiality shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) all material respects as of the date hereof of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of the Closing (except for such representations and warranties that are made as of a specific date date, in which case they shall speak only be true and correct in all material respects as of such date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under this Agreement. (b) The Buyer has Purchaser shall have performed or complied withand complied, in all material respects, with all covenants and agreements and covenants required by this Agreement to be performed or complied with by the Buyer under this Agreement it on or prior to the Closing Date, and the Buyer has delivered all items required to be delivered Closing. The Seller shall have received at the Closing pursuant a certificate, dated as of the Closing Date and executed by an executive officer of the Purchaser, certifying the fulfillment of the conditions set forth in Section 6.3(a) and this Section 6.3(b), with respect to the Company; (c) The Purchaser shall have obtained the R&W Policy, and it shall be in full force and effect; and (d) The Purchaser shall have delivered all of the Closing deliveries set forth in Section 3.2(b7.2(c). (i) All conditions to the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) Adaplis shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.

Conditions to the Seller’s Obligation to Close. The Seller’s and the Seller Stockholders’ 's obligation to sell effect the Transferred Assets and to take the other actions required to Transactions shall be taken by the Seller and the Seller Stockholders at the Closing is subject to the satisfaction, at satisfaction or waiver on or prior to the Closing, Closing Date of each all of the following conditions (any of which may be waived by the Seller Representative, in whole or in part):conditions: (a) Each each of the representations and warranties of the Buyer Purchaser contained in Article VI of this Agreement: (i) that is a Fundamental Representation of the Buyer Agreement shall be true and correct in all respects as of the date hereof and correct, as of the Closing Date, as if though made on and as of the Closing (Date, except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of where the Buyer shall failure to be so true and correct (would not, individually or in each case without giving effect the aggregate, have or be reasonably likely to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of have a specific date which shall speak only as of such date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under this Agreement.material adverse effect; (b) The Buyer has the covenants and agreements of the Purchaser to be performed on or complied with, before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects; (c) the Seller shall have received the wire transfer of immediately available U.S. dollar funds in the amount of the Cash Consideration; (d) the Purchaser shall have replaced the Existing Letters of Credit and, all agreements and covenants required to be performed or complied with as a result, the Existing Letters of Credit shall have been surrendered by the Buyer under this Agreement beneficiaries thereof; (e) the Purchaser shall have repaid on or prior behalf of the Company the Existing Indebtedness Repayment Amount to the Closing DateLenders and, as a result, the Existing Indebtedness shall have been fully satisfied, the Existing Guarantees shall have been fully released and the Existing Liens shall have been fully discharged; (f) the Purchaser shall have executed and delivered the Trademark Agreement; (g) the conditions relating to the Transactions specified in Section 10.1 and this Section 10.3 shall have been satisfied, and the Buyer has delivered all items required to be delivered at Seller shall have received a certificate dated the Closing pursuant Date and validly executed on behalf of the Purchaser certifying as to the matters specified in Section 3.2(b10.3(a) and 10.3(b).; and (h) the Phase II Environmental Assessment described in Schedule 10.2(i) hereto shall have been completed and the sum of (i) All conditions to the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and $5,000,000 plus (ii) Adaplis the Present Value of the Seller's Portion of the Environmental Liability Estimate shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreementnot exceed $50,000,000.

Conditions to the Seller’s Obligation to Close. The Seller’s and obligation of the Seller Stockholders’ obligation to sell the Transferred Assets and Sellers to take the other actions required to be taken by the Seller and the Seller Stockholders them at the Closing is subject to the satisfactionsatisfaction or waiver, at in whole or prior to in part, in the ClosingSellers’ sole discretion, of each of the following conditions at or before the Closing: (any a)The representations and warranties of which may Buyer and Parent contained in this Agreement that are qualified by materiality will be waived by the Seller Representative, in whole or in part): (a) Each of true and correct and the representations and warranties of the Buyer contained in Article VI of this Agreement: (i) and Parent that is a Fundamental Representation of the Buyer shall are not so qualified will be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except for to the extent such representations and warranties that are made as of a specific date expressly relate to an earlier date, in which shall speak only as of case such date), representations and (ii) that is not a Fundamental Representation of the Buyer shall warranties will be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such earlier date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under this Agreement. ; (b) The Buyer has b)Buyer and Parent will have performed or and complied with, in all material respectsrespects with each of their agreements contained in this Agreement, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Change,” in which case Buyer and Parent will have performed and complied with all agreements and of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (c)Buyer will have paid the amounts required to be performed or complied with by the Buyer under this Agreement on or prior to the Closing Date, and the Buyer has delivered all items required to be delivered paid at the Closing pursuant to Section 3.2(b). 2.3; (i) All conditions to d)Buyer and/or Parent will have delivered each of the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closingagreements, but subject to the satisfaction or waiver of those conditions)certificates, instruments, and (ii) Adaplis shall other documents that they are obligated to deliver pursuant to Section 2.3 and such documentation so delivered will be prepared to close, in full force and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.effect; and