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

Conditions to the Seller’s Obligation. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment of the following conditions at or prior to the Closing: (a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects and the representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) On or prior to the Closing Date, Buyer shall have delivered to the Seller, each of the following: (i) a certificate duly executed by an officer of Buyer, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a) and 3.03(b) have been satisfied (the “Buyer Closing Certificate”); (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate of the secretary of state of the jurisdiction in which Buyer was formed, dated as of a date within five Business Days of the Closing and stating that Buyer is in good standing in such jurisdiction. (d) Buyer shall have extended an offer of employment (“Transfer Offer”) to each of the Business Employees, and shall have executed and delivered the Transfer Offers, which shall be in full force and effect no later than January 1, 2014, to the Seller; and (e) Buyer shall have executed and delivered to the Seller each of the Ancillary Agreements to which it is a party. Any condition specified in this Section 3.03 may be waived by the Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such condition.

Conditions to the Seller’s Obligation. The obligation of ------------------------------------- the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment satisfaction of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect VI shall be true and correct in all material respects and the representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warrantieswarranties (without taking into account any disclosures made by the Purchaser to the Seller pursuant to Sections 4.3(a) and 6.7 hereof); (b) Buyer The Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Assets to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Seller; (d) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Acquired Assets, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Purchaser and X. XxXxxx shall have entered into the X. XxXxxx Employment Agreement; (f) The Purchaser and X. XxXxxx shall have entered into the X. XxXxxx Employment Agreement; (g) On or prior to the Closing Date, Buyer the Purchaser shall have delivered to the Seller, each Seller all of the following: (i) a certificate duly executed by an officer of Buyer, from the Purchaser in a form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a3.2(a) and 3.03(b) through (d), inclusive, have been satisfied (the “Buyer Closing Certificate”)satisfied; (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate certificates of the secretary of state of the jurisdiction in which Buyer was formed, dated as State of a date within five Business Days of Delaware providing that the Closing and stating that Buyer Purchaser is in good standing in such jurisdiction.standing; (diii) Buyer shall have extended an offer of employment (“Transfer Offer”) to each certified copies of the Business Employees, and shall have executed and delivered resolutions of the Transfer Offers, which shall be in full force and Purchaser's board of directors approving the transactions contemplated by this Agreement; (iv) such other documents or instruments as the Seller may reasonably request to effect no later than January 1, 2014, to the Sellertransactions contemplated hereby; and (eh) Buyer All proceedings to be taken by the Purchaser in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by the Purchaser to effect the transactions contemplated hereby reasonably requested by the Seller shall have executed be reasonably satisfactory in form and delivered substance to the Seller each of the Ancillary Agreements to which it is a partySeller. Any condition specified in this Section 3.03 3.2 may be waived by the Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such conditionSeller.

Conditions to the Seller’s Obligation. The Seller’s obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the fulfillment satisfaction of the following conditions at or prior to the Closingconditions: (ai) The the Buyer Fundamental Representations shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be true and correct in all respects as of such earlier date) and (ii) all other representations and warranties of Buyer set forth in Article 7 which are not qualified by materiality or Material Adverse Effect IV above shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date, except to the extent that such representations and warranties set forth in Article 7 which are qualified by materiality or terms such as “material” and “Buyer Material Adverse Effect Effect,” in which case such representations and warranties shall be true and correct in all respects, in each case respects at and as of the Closing Date Date, as though then made on and as though of the Closing Date were substituted for (except to the date extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be true and correct in all respects or material respects, as applicable, in accordance with this Agreement throughout Section 7.2(a)(ii), as of such representations and warrantiesearlier date); (b) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Buyer Material Adverse Effect,” in which case Buyer shall have performed and complied with all of the such covenants and agreements required to be performed by it under this Agreement at or prior to in all respects through the Closing; (c) On there shall not be any Order restraining, enjoining or prior otherwise prohibiting the consummation of the transactions contemplated hereby, and no Proceeding shall have been instituted or threatened against Seller seeking to restrain, prevent or prohibit, or to obtain substantial damages with respect to, the Closing Date, consummation of any of the transactions contemplated by this Agreement; (d) Buyer shall have delivered to the Seller, each of the following: (i) Seller a certificate duly executed by certificate from an authorized officer of Buyer, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating given by him or her on behalf of Buyer and not in his or her individual capacity, certifying to the effect that the preconditions specified in Sections 3.03(a) and 3.03(b) have been satisfied (the “Buyer Closing Certificate”); (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate of the secretary of state of the jurisdiction in which Buyer was formed, dated as of a date within five Business Days of the Closing and stating that Buyer is in good standing in such jurisdiction. (d) Buyer shall have extended an offer of employment (“Transfer Offer”) to each of the Business Employees, and shall have executed and delivered the Transfer Offers, which shall be conditions specified above in full force and effect no later than January 1, 2014, to the Seller; and (eSections 7.2(a) Buyer shall have executed and delivered to the Seller each of the Ancillary Agreements to which it through 7.2(b) is a party. Any condition specified satisfied in this Section 3.03 may be waived by the Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such condition.all respects;

Conditions to the Seller’s Obligation. The obligation of the ------------------------------------ Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment satisfaction or waiver of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect VI shall be true and correct in all material respects (but without regard to any materiality qualifications or references contained in any specific representation or warranty) as of the Closing Date, except (x) for changes permitted by the terms of this Agreement; (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some earlier date will be determined as of such specified date; and (z) where any such failure of the representations and warranties set forth warranties, in Article 7 which are qualified by materiality or Material Adverse Effect shall the aggregate, to be true and correct in all respectsrespects would not have a material adverse effect on the business, in each case at and as financial condition, operations or results of operations of the Closing Date Purchaser, taken as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties;a whole (a "Purchaser Material Adverse Effect"); --------------------------------- (b) Buyer The Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it or them under this Agreement at on or prior to the Closing; (c) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated and the Required Approvals shall have been obtained, except where the failure to obtain such Required Approvals are not reasonably likely to have a Purchaser Material Adverse Effect; (d) No order issued pursuant to any action, suit, statute, rule or proceeding shall have been entered or enforced, and shall continue to be in force and effect, by any court or other tribunal or any government body or authority which prohibits the consummation of the closing of the transactions contemplated hereby on substantially all of the terms contemplated herein; and (e) On or prior to the Closing Date, Buyer the Purchaser shall have delivered to the Seller, each of the following: (i) Seller a certificate duly executed by an officer of Buyer, from the Purchaser in a form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a3.2(a) and 3.03(b(b) have been satisfied (the “Buyer Closing Certificate”); (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate of the secretary of state of the jurisdiction in which Buyer was formed, dated as of a date within five Business Days of the Closing and stating that Buyer is in good standing in such jurisdiction. (d) Buyer shall have extended an offer of employment (“Transfer Offer”) to each of the Business Employees, and shall have executed and delivered the Transfer Offers, which shall be in full force and effect no later than January 1, 2014, to the Seller; and (e) Buyer shall have executed and delivered to the Seller each of the Ancillary Agreements to which it is a partysatisfied. --------------- --- Any condition specified in this Section 3.03 3.2 may be waived by the SellerSeller in its ----------- sole discretion; provided that no such waiver shall be effective against the Seller unless it is -------- set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such conditionSeller.

Conditions to the Seller’s Obligation. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement them in connection with the Closing is subject to the fulfillment satisfaction of the following conditions at or prior to the Closingconditions: (a) The no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of the Transaction or any part of the Transaction or (ii) cause the Transaction or any part of the Transaction to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (b) the representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect V above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect terms such as “material,” in which case such representations and warranties shall be true and correct in all respects, in each case respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warrantiesDate; (bc) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through Closing, except to the extent that such covenants are qualified by terms such as “material,” in which case Buyer shall have performed and complied with all of the such covenants and agreements required to be performed by it under this Agreement at or prior to the in all respects through Closing; (c) On or prior to the Closing Date, Buyer shall have delivered to the Seller, each of the following: (i) a certificate duly executed by an officer of Buyer, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a) and 3.03(b) have been satisfied (the “Buyer Closing Certificate”); (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate of the secretary of state of the jurisdiction in which Buyer was formed, dated as of a date within five Business Days of the Closing and stating that Buyer is in good standing in such jurisdiction. (d) Buyer shall have extended an offer of employment (“Transfer Offer”) delivered to the Seller a certificate to the effect that each of the Business Employees, and shall have executed and delivered the Transfer Offers, which shall be conditions specified above in full force and effect no later than January 1, 2014, to the Seller; andSections 8.2(b)-(c) is satisfied in all respects; (e) Buyer shall have executed entered into the Promissory Note, Installment Payment Agreement, Pledge Security Agreement and Security Agreement; and (f) Buyer shall have delivered to such other documents and instruments as may be reasonably requested by the Seller each in connection with the consummation of the Ancillary Agreements to which it is a partyTransaction. Any The Seller may waive any condition specified in this Section 3.03 may be waived by the Seller; provided that no such waiver shall be effective against 8.2 if the Seller unless it is set forth in executes a writing executed by the Seller so stating at or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such conditionprior to Closing.

Conditions to the Seller’s Obligation. The obligation of the Seller Sellers to consummate the transactions contemplated by this Agreement is subject to the fulfillment satisfaction of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect V shall be true and correct in all material respects and the representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) Buyer The Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Assets to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Sellers; (d) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Acquired Assets, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) On or prior to the Closing Date, Buyer the Purchaser shall have delivered to the Seller, each Sellers all of the following: (i) a certificate duly executed by an officer of Buyer, from the Purchaser in a form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a3.2(a) and 3.03(b) through (d), inclusive, have been satisfied (the “Buyer Closing Certificate”)satisfied; (ii) certificates of the state of Illinois providing that the Purchaser is in good standing and a certificate of the state of Delaware that Parent is in good standing; (iii) certified copies of the resolutions of the Buyer’s Purchaser's and Parent's board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and therebyby this Agreement; and (iiiiv) certificate of such other documents or instruments as the secretary of state of Sellers may reasonably request to effect the jurisdiction in which Buyer was formed, dated as of a date within five Business Days of the Closing and stating that Buyer is in good standing in such jurisdiction.transactions contemplated hereby; (df) Buyer The Purchaser, Parent, the Sellers and the other parties thereto shall have extended an offer of employment (“Transfer Offer”) to each of entered into the Business Employees, Transition Services Agreement and shall have executed and delivered the Transfer Offers, which such Transition Services Agreement shall be in full force and effect no later than January 1effect, 2014as of the Closing; (g) The Purchaser and the Stockholder and/or his Affiliates, to as the Sellercase may be, shall have entered into the New Leases; and (eh) Buyer All proceedings to be taken by the Purchaser in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by the Purchaser to effect the transactions contemplated hereby reasonably requested by the Sellers shall have executed be reasonably satisfactory in form and delivered substance to the Seller each of the Ancillary Agreements to which it is a partySellers. Any condition specified in this Section 3.03 3.2 may be waived by the SellerSellers; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such conditionSellers.

Conditions to the Seller’s Obligation. The obligation of ------------------------------------- the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment satisfaction of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect VI shall be true and correct in all material respects and the representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warrantieswarranties (without taking into account any disclosures made by the Purchaser to the Seller pursuant to Sections 4.3(a) and 6.7 hereof); (b) Buyer The Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Assets to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Seller and the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would, in any material respect, prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or affect the right of the Purchaser to own, operate or control the Acquired Assets, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Purchaser and Xxxxxx X. Xxxxxxx shall have entered into the Xxxxxxx Employment Agreement; (f) The Purchaser and each of the owners of the properties identified on Exhibit C attached hereto shall have entered into the Real Property Purchase --------- Agreements, and such Real Property Purchase Agreements shall be in full force and effect; (g) The Purchaser and The Xxxxxx Company shall have entered into the Equipment Purchase Agreement, and such Equipment Purchase Agreement shall be in full force and effect; (h) On or prior to the Closing Date, Buyer the Purchaser shall have delivered to the Seller, each Seller all of the following: (i) a certificate duly executed by an officer of Buyer, from the Purchaser in a form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a3.2(a) and 3.03(b) through (d), inclusive, have been satisfied (the “Buyer Closing Certificate”)satisfied; (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate certificates of the secretary of state of the jurisdiction in which Buyer was formed, dated as State of a date within five Business Days of Delaware providing that the Closing and stating that Buyer Purchaser is in good standing in such jurisdiction.standing; (diii) Buyer shall have extended an offer of employment (“Transfer Offer”) to each certified copies of the Business Employees, and shall have executed and delivered resolutions of the Transfer Offers, which shall be in full force and effect no later than January 1, 2014, to Purchaser's board of directors approving the Seller; andtransactions contemplated by this Agreement; (eiv) Buyer shall have executed and delivered to such other documents or instruments as the Seller each of may reasonably request to effect the Ancillary Agreements to which it is a party. transactions contemplated hereby; and Any condition specified in this Section 3.03 3.2 may be waived by the Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such conditionSeller.

Conditions to the Seller’s Obligation. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment satisfaction of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect VI shall be true and correct in all material respects and the representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warrantieswarranties (without taking into account any disclosures made by the Purchaser to the Seller pursuant to Sections 4.3(a) and 6.7 hereof); (b) Buyer The Purchaser shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at on or prior to the Closing; (c) All governmental filings, authorizations and approvals that are required for the transfer of the Acquired Assets to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Seller; (d) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Acquired Assets, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) On or prior to the Closing Date, Buyer the Purchaser shall have delivered to the Seller, each Seller all of the following: (i) a certificate duly executed by an officer of Buyer, from the Purchaser in a form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a3.2(a) and 3.03(b) through (d), inclusive, have been satisfied (the “Buyer Closing Certificate”)satisfied; (ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and (iii) certificate certificates of the secretary of state of the jurisdiction in which Buyer was formed, dated as State of a date within five Business Days of Delaware providing that the Closing and stating that Buyer Purchaser is in good standing in such jurisdiction.standing; (diii) Buyer certified copies of the resolutions of the Purchaser's board of directors approving the transactions contemplated by this Agreement; and (iv) such other documents or instruments as the Seller may reasonably request to effect the transactions contemplated hereby; (f) NES and the Seller shall have extended an offer of employment (“Transfer Offer”) entered into a registration rights agreement which sets forth certain registration rights relating to each of the Business EmployeesNES Stock, and shall have executed and delivered the Transfer Offers, which such agreement shall be in full force and effect no later than January 1, 2014, to the Sellereffect; and (eg) Buyer All proceedings to be taken by the Purchaser in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by the Purchaser to effect the transactions contemplated hereby reasonably requested by the Seller shall have executed be reasonably satisfactory in form and delivered substance to the Seller each of the Ancillary Agreements to which it is a partySeller. Any condition specified in this Section 3.03 3.2 may be waived by the Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such conditionSeller.