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

Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated hereunder on the Closing Date are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (c) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (d) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered to the Seller standard existence and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyer.

Conditions to the Seller’s Obligations. The obligations of the Seller Sellers to consummate the transactions contemplated hereunder on the each Closing Date are subject to the satisfaction or waiver, at or prior to the such Closing Date, of each of the following conditions precedent, other than Section 4.1(d), which shall only be required to be satisfied as of the initial Closing Date: (a) The Buyer Intellectual Property Security Agreement shall be in full force and effect. (b) On the Effective Date, Cibus shall have delivered to the Seller Representative standard corporate existence and authority opinions in respect of Cibus in a form previously agreed upon by Cibus and the duly executed Stock Purchase AgreementSeller Representative. (bc) The Buyer Cibus shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the applicable Closing Date, and the Seller Representative shall have received a certificate executed by a duly authorized person officer of RP Management, LLC, as Administrator of the Buyer, Cibus on the Closing Date certifying on behalf of the Buyer Cibus to the effect of the foregoing. (cd) The representations and warranties of the Buyer Cibus contained in Section 3.2 3.1 shall be true and correct in all material respects as of the Effective Date and the initial Closing Date as though made at and as of the Effective Date or the initial Closing Date, as the case may be, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Effective Date, the initial Closing Date or such other date, as applicable, and the Seller Representative shall have received a certificate executed by a duly authorized person officer of RP ManagementCibus, LLC, as Administrator of if requested by the BuyerSeller Representative, on the initial Closing Date Date, certifying on behalf of the Buyer Cibus to the effect of the foregoing. (de) No event or events shall have occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) a material adverse effect on the business, operations or financial condition of Cibus, including upon RTDS or the Sellers’ right to the Warrant Purchase Consideration. On the Effective Date and, if requested by the Seller Representative, on the applicable Closing Date, the Seller Representative shall have received a certificate executed by a duly authorized officer of Cibus on the Effective Date or the Closing Date certifying on behalf of Cibus to the effect of the foregoing. (f) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (eg) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase delivery to the Sellers of any portion of the Revenue Participation Right. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered to the Seller standard existence and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the BuyerWarrant Purchase Consideration. (h) The Seller Representative shall have received on the Effective Date a certificate of a duly authorized officer of Cibus, certifying as to (i) the incumbency of each officer of Cibus executing this Agreement and (ii) the attached copies of Cibus’ Memorandum of Association and Articles of Association and resolutions adopted by Cibus’ board of directors authorizing the execution and delivery by Cibus of this Agreement and the consummation by Cibus of the transactions contemplated hereby. (i) The Seller Representative shall have received a certificate of an a duly authorized person officer of Cibus, dated as of the owner trustee of the Buyer, dated the applicable Closing Date, certifying as to the incumbency Participation Rate, as calculated taking into account all Subject Warrants transferred and sold to Cibus as of such Closing Date, including the officers executing this Agreement on behalf of the BuyerSubject Warrants to be transferred and sold at such Closing.

Conditions to the Seller’s Obligations. The obligations of the Seller to sell a Property to Purchaser and to consummate the transactions contemplated hereunder on the Closing Date by this Agreement are subject to the satisfaction or waiversatisfaction, at or all times prior to and as of the Closing Datewith respect to such Property (or such other time period specified below), of each of the following conditions precedentconditions: (a) The Buyer All of the representations and warranties of Purchaser set forth in this Agreement shall have delivered to be true at all times prior to, at and as of, the Seller Closing in all material respects and Purchaser shall deliver a Closing Certificate in substantially the duly executed Stock Purchase Agreementsame form attached hereto as EXHIBIT E updating such representations and warranties. (b) The Buyer Purchaser shall have performed delivered, performed, observed and complied in with, all material respects with all agreementsof the items, instruments, documents, covenants, obligations agreements and conditions required by this Agreement to be performed delivered, performed, observed and complied with by it under this Agreement at prior to, or prior to as of, the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingClosing. (c) The representations and warranties Purchaser shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the Buyer contained in Section 3.2 shall be true United States or any state and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any no such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller petition shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingbeen filed against it. (d) There Purchaser shall not have been issued successful in causing the formation of a real estate investment trust whose interests have been sold to the public pursuant to the Registered Offering and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreementconnection therewith shall have raised capital in an amount not less than $______________________. (e) There shall Purchaser has not have been instituted or be pending elected to terminate this Agreement with respect to any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation Properties with an aggregate Purchase Price in excess of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right$__________________. (f) The Seller shall have received Purchaser has entered into a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered Lease with respect to the Seller standard existence each Property being purchased by Purchaser effective upon and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated following the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyersuch Property.

Conditions to the Seller’s Obligations. The obligations of the Seller to sell a Property to Purchaser and to consummate the transactions contemplated hereunder on the Closing Date by this Agreement are subject to the satisfaction or waiversatisfaction, at or all times prior to and as of the Closing Datewith respect to such Property (or such other time period specified below), of each of the following conditions precedentconditions: (a) The Buyer All of the representations and warranties of Purchaser set forth in this Agreement shall have delivered to be true at all times prior to, at and as of, the Seller Closing in all material respects and Purchaser shall deliver a Closing Certificate in substantially the duly executed Stock Purchase Agreementsame form attached hereto as Exhibit E updating such representations and warranties. (b) The Buyer Purchaser shall have performed delivered, performed, observed and complied in with, all material respects with all agreementsof the items, instruments, documents, covenants, obligations agreements and conditions required by this Agreement to be performed delivered, performed, observed and complied with by it under this Agreement at prior to, or prior to as of, the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingClosing. (c) The representations and warranties Purchaser shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the Buyer contained in Section 3.2 shall be true United States or any state and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any no such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller petition shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingbeen filed against it. (d) There Purchaser shall not have been issued successful in causing the formation of a real estate investment trust whose interests have been sold to the public pursuant to the Registered Offering and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreementconnection therewith shall have raised capital in an amount not less than $250,000,000.00. (e) There shall Purchaser has not have been instituted or be pending elected to terminate this Agreement with respect to any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation Properties with an aggregate Purchase Price in excess of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right$35,000,000.00. (f) The Seller shall have received Purchaser has entered into a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered Lease with respect to the Seller standard existence each Property being purchased by Purchaser effective upon and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated following the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyersuch Property.

Conditions to the Seller’s Obligations. The obligations obligation of the Seller to consummate the transactions contemplated hereunder on the Closing Date by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedenton or before the Acceptance Date: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations the covenants and conditions agreements required to be performed and complied with by it under this Agreement at or prior to the Closing DateClosing; (b) all consents by third parties identified on Schedule 4.1 that (A) are required for the transfer of the Purchased Assets and the Other Business Segments to Purchaser as contemplated hereby, and (B) the Seller shall have received absence of which would cause a certificate executed by a duly authorized person of RP Managementbreach under any law, LLCstatute, as Administrator of the Buyerregulation, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing.or judicial or administrative order; (c) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except consent to the extent any such representation or warranty expressly speaks as of a particular datetransactions contemplated by this Agreement from JPMorgan Chase Bank, in which case it shall be true and correct in all material respects as of such date; providedNA, that Seller’s lender (the “Bank”), pursuant to the extent terms and conditions of that any such representation or warranty is qualified certain Third Amended and Restated Credit Agreement by the term “material,” or “Material Adverse Effect” such representation or warranty (as so writtenand among Xxxxx Consulting, Inc., certain lenders, including the term “material” or “Material Adverse Effect”) shall be true Bank, and correct in all respects JPMorgan Securities, Inc., dated as of the Closing Date or such other dateSeptember 8, as applicable, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing.2005; (d) There there shall not have been issued be no pending suit, action or proceeding by any person or by any governmental entity, in either case having a reasonable likelihood of success, and no suit, action or proceeding shall be in effect threatened by any Judgment governmental entity (i) challenging the acquisition by Purchaser of any Governmental Entity enjoiningof the Purchased Assets, preventing seeking to restrain or restricting the prohibit consummation of the transactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging , or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit place material limitations on the consummation ownership of the transactions contemplated herebyPurchased Assets by Purchaser, (ii) seeking to obtain prohibit or limit the ownership or operation by Purchaser of any material damages in connection with portion of the Other Business Segments or the Purchased Assets taken as a whole, or to compel Purchaser to dispose of or hold separate any material portion of the business or assets of the Other Business Segments taken as a whole, as a result of the transactions contemplated hereby by this Agreement, or (iii) seeking to restrain prohibit Purchaser from effectively controlling in any material respect the business or prohibit the Buyer’s purchase operations of the Revenue Participation Right.Other Business Segments taken as a whole; (e) all conditions to the closing of the Offer as contemplated by the Merger Agreement (or as contemplated by any agreement governing the terms of a Superior Proposal as defined in the Merger Agreement), other than the condition of the sale of the Purchased Assets as contemplated hereby, shall have been satisfied in accordance with the terms of the Merger Agreement or the agreement governing the terms of such Superior Proposal; (f) The Purchaser shall have satisfied its obligations pursuant to Section 8.10 below by making an offer of employment to all Assumed Employees on terms and conditions, including wages, bonus opportunities, other benefits and benefit plans no less favorable than the terms and conditions of the Assumed Employees’ employment with Seller on the Closing Date; (g) Seller shall have received a validfairness opinion and valuation report from Xxxxx, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered Xxxxxxxx Xxxxx to the Seller standard existence and authority opinions in respect satisfaction of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents Special Committee of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer.Board of Directors of Seller; and (h) The Seller the representations and warranties of Purchaser contained in this Agreement shall have received a certificate of an authorized person be true and correct at the date hereof and as of the owner trustee Closing as if made on and as of the Buyer, dated the Closing Date. Any condition specified in this Section may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing executed by Seller, certifying except as to the incumbency of the officers executing this Agreement on behalf of the Buyerotherwise provided in Section 9.1 (Amendment and Waiver).

Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated hereunder on the Closing Date are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator representative of the Buyer, Buyer on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (cb) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller Buyer shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator officer of the Buyer, Buyer on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (dc) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (ed) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase receipt of the Revenue Participation RightPurchased Royalty. (fe) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the closing certificate of the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treatyas provided by Section 2.3(b). (gf) The Buyer shall have delivered to the Seller standard existence and authority opinions in respect of the Buyer, enforceability opinions on this duly executed Stock Purchase Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (hg) The Seller All conditions to the consummation of the transactions under the Stock Purchase Agreement shall have received a certificate of an authorized person been satisfied, except for such conditions as will, by their terms, be satisfied simultaneous with such consummation and except for the occurrence of the owner trustee of the Buyer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the BuyerClosing.

Conditions to the Seller’s Obligations. The obligations obligation of the Seller Sellers, the Company, the Blocker Corp and the Representative to consummate the transactions contemplated hereunder on the Closing Date are by this Agreement is subject to the satisfaction (or waiver, at or prior to waiver in writing by the Closing Date, of each Representative) of the following conditions precedentas of the Closing Date: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (ci) The representations and warranties of set forth in Article VII (other than the Buyer contained in Section 3.2 Purchaser Fundamental Reps) shall be true and correct in all material respects as of the Closing Date as though then made at and as of though the Closing DateDate was substituted for the date of this Agreement throughout such representations and warranties, except to the extent for any failure of any such representation or warranty expressly speaks as of a particular date, in which case it shall representations and warranties to be true and correct in all that has not had a material respects as adverse effect on the ability of such date; providedthe Purchaser to consummate the transactions contemplated by this Agreement, that to and (ii) the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) Purchaser Fundamental Reps shall be true and correct in all respects as of the Closing Date or such Date, other date, as applicable, and the Seller than any de minimis breach thereof; (b) The Purchaser shall have received a certificate executed performed in all material respects all the covenants and agreements that are required to be performed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer it under this Agreement at or prior to the effect of Closing; (c) The applicable waiting periods, if any, under the foregoing.HSR Act and any other applicable Antitrust Laws shall have expired or been terminated; (d) There The FCA Condition shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement.satisfied; (e) There One of the following shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person true: (i) challenging the Aggregate Consented Client Closing Revenue Run Rate shall equal or seeking to make illegalexceed 85% of the Aggregate Base Revenue Run Rate, to delay materially or otherwise directly (ii) the Aggregate Consented Client Closing Revenue Run Rate shall equal or indirectly to restrain exceed 80% but be less than 85% of the Aggregate Base Revenue Run Rate and the Representative shall have received an irrevocable written notice from the Purchaser forcing the waiver of Representative's condition set forth in Section 3.02(e)(i) (a "Purchaser Election"); (f) No judgment, decree, order or prohibit applicable Law shall have been entered or be in effect which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with declare or make unlawful the transactions contemplated hereby by this Agreement or (iii) seeking cause such transactions to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty.be rescinded; and (g) The Buyer Purchaser shall have delivered to the Seller standard existence and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received Representative a certificate of an authorized person of the owner trustee of the BuyerPurchaser, dated as of the Closing Date, certifying as to stating that the incumbency of the officers executing this Agreement on behalf of the Buyerconditions specified in Sections 3.02(a) and 3.02(b) have been satisfied.

Conditions to the Seller’s Obligations. The obligations obligation of the Seller Sellers -------------------------------------- to consummate the transactions contemplated hereunder on the Closing Date are by this Agreement is subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedentas of the Closing Date: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (c) The representations and warranties of the Buyer contained set forth in Section 3.2 Article VII hereof shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Datedate of this Agreement, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it and shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true at and correct in all respects as of the Closing Date or such other date, as applicable, though then made and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on though the Closing Date certifying on behalf were substituted for the date of this Agreement throughout such representations and warranties, after taking into account any disclosures made by the Purchaser to Old Mutual pursuant to Section 4.5(a)(i) hereof; (b) The Purchaser shall have performed and complied with all of the Buyer covenants and agreements required to be performed by it under this Agreement on or prior to the effect Closing; (c) The applicable waiting period, if any, under the HSR Act shall have expired or been terminated; and not more than six (6) months prior to the Closing Date the Purchaser shall have either received notice from the OCC that pursuant to the Change in Bank Control Act or applicable regulations, OCC will not disapprove of the foregoing.Purchaser's acquisition of either Atlantic or PR Trust, or the period of time for OCC review of the transactions specified in the Change in Bank Control Act or the applicable regulations shall have expired; (d) There No action, suit, or proceeding shall not have been issued and be in effect pending before any Judgment court or quasi-judicial or administrative agency of any Governmental Entity enjoiningfederal, preventing state, local, or restricting foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the consummation 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 any of the Companies, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) There shall not have been instituted On or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking prior to make illegalthe Closing Date, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer Purchaser shall have delivered to the Seller standard existence and authority opinions in respect Old Mutual all of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with following: (i) a certificate from the organizational documents of the Buyer or applicable law, each such opinion Purchaser in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyerreasonably satisfactory to Old Mutual, dated the Closing Date, certifying as to stating that the incumbency preconditions specified in Sections 3.2(a) through (d), inclusive, have been satisfied; (ii) certified copies of the officers executing this Agreement on behalf resolutions of the BuyerPurchaser's board of directors approving the transactions contemplated by this Agreement; and (iii) such other documents or instruments as Old Mutual may reasonably request to effect the transactions contemplated hereby; (f) All amounts payable to Old Mutual or any Affiliate thereof under any Related Party Agreement for any period to and including the Closing Date shall have been paid or an accrual for the payment of any unpaid amounts due thereunder shall be reflected on the Estimated Closing Balance Sheet and the Closing Review; (g) 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 Old Mutual shall be reasonably satisfactory in form and substance to Old Mutual; and (h) The transactions provided for in the Purchase Agreement with each of Xxxxxx and Xxxxxx shall have been consummated. Any condition specified in this Section 3.2 may be waived by Old Mutual; provided that no such waiver shall be effective unless it is set forth in a writing executed by Old Mutual.

Conditions to the Seller’s Obligations. The obligations of Seller to sell the Seller Property to Purchaser and to consummate the transactions contemplated hereunder on the Closing Date by this Agreement are subject to the satisfaction or waiversatisfaction, at or all times prior to or as of the Closing Dateor in the event Purchaser fails to purchase the Hobbx Xxxansion Improvements notwithstanding the fact that all of Purchaser's conditions to Closing set forth in Section 5.1 have been satisfied, and as of the Closing (or such other time period specified below), of each of the following conditions precedentconditions: (a) The Buyer a. All of the representations and warranties of Purchaser set forth in this Agreement shall have delivered to be true at all times prior to, at and as of, the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied Closing in all material respects with and Purchaser shall deliver a Closing Certificate in substantially the same form attached hereto as Exhibit D updating such representations and warranties. b. Purchaser shall have delivered, performed, observed and complied with, all agreementsof the items, instruments, documents, covenants, obligations agreements and conditions required by this Agreement to be performed delivered, performed, observed and complied with by it under this Agreement at prior to, or prior to as of, the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingClosing. (c) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (d) There c. Purchaser shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been issued and be adjudicated a bankrupt, or have filed a petition in effect any Judgment of any Governmental Entity enjoiningvoluntary bankruptcy, preventing a petition or restricting answer seeking reorganization or an arrangement with creditors under the consummation of the transactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity federal bankruptcy law or any other Person (i) challenging similar law or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation statute of the transactions contemplated herebyUnited States or any state and no such petition shall have been filed against it. d. With respect to the Seller's obligation to sell and convey the Hobbx Xxxansion Improvements, (ii) seeking to obtain material damages Purchaser shall have closed the acquisitions of the Hobbx X Xmprovements in connection accordance with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Rightterms and provisions hereof. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered to the Seller standard existence and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyer.

Conditions to the Seller’s Obligations. The obligations of the Seller Sellers to sell the Personal Property to the Purchaser and to consummate the transactions contemplated hereunder on the Closing Date by this Agreement are subject to the satisfaction or waiversatisfaction, at or prior to as of the Closing Date, of each of the following conditions precedentconditions: (a) The Buyer All of the representations and warranties of the Purchaser set forth in this Agreement shall have delivered be true both when made and as of the Closing (except to the Seller extent expressly made as of an earlier date, in which case as of such date) in all material respects and the duly executed Stock Purchase Agreement.Purchaser shall deliver a Closing Certificate in substantially the same form attached hereto as Appendix E. (b) The Buyer Purchaser shall have performed delivered, performed, observed and complied in with, all material respects with all agreementsof the items, instruments, documents, covenants, obligations agreements and conditions required by this Agreement to be performed delivered, performed, observed and complied with by it under this Agreement at prior to, or prior to as of, the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingClosing. (c) The representations and warranties Purchaser shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the Buyer contained in Section 3.2 shall be true United States or any state and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any no such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller petition shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoingbeen filed against it. (d) There No adverse change shall not have been issued and be in effect any Judgment of any Governmental Entity enjoiningoccurred with respect to the condition, preventing financial or restricting the consummation otherwise, of the transactions contemplated by this AgreementPurchaser which would reasonably be expected to have a Material Adverse Change. (e) There Neither the Personal Property nor the Real Property, nor any part thereof or interest therein, shall not have been instituted taken by execution or be pending other process of law in any action prior to Closing, nor shall any action or proceeding by seeking any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Rightsuch taking be pending. (f) The Seller shall have received a validAll necessary approvals, properly executed Internal Revenue Service Form W-8BEN-E certifying that consents and the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered like of third parties to the Seller standard existence validity and authority opinions in respect effectiveness of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyertransactions contemplated hereby have been obtained. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyer.

Conditions to the Seller’s Obligations. The obligations obligation of the Seller to consummate the transactions contemplated hereunder on the Closing Date by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedenton or before the Acceptance Date: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer Purchaser shall have performed and complied in all material respects with all agreements, covenants, obligations the covenants and conditions agreements required to be performed and complied with by it under this Agreement at or prior to the Closing DateClosing; (b) all consents by third parties identified on Schedule 4.1 that (A) are required for the transfer of the Purchased Assets and the Other Business Segments to Purchaser as contemplated hereby, and (B) the Seller shall have received absence of which would cause a certificate executed by a duly authorized person of RP Managementbreach under any law, LLCstatute, as Administrator of the Buyerregulation, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing.or judicial or administrative order; (c) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except consent to the extent any such representation or warranty expressly speaks as of a particular datetransactions contemplated by this Agreement from JPMorgan Chase Bank, in which case it shall be true and correct in all material respects as of such date; providedNA, that Seller’s lender (the “Bank”), pursuant to the extent terms and conditions of that any such representation or warranty is qualified certain Third Amended and Restated Credit Agreement by the term “material,” or “Material Adverse Effect” such representation or warranty (as so writtenand among Cxxxx Consulting, Inc., certain lenders, including the term “material” or “Material Adverse Effect”) shall be true Bank, and correct in all respects JPMorgan Securities, Inc., dated as of the Closing Date or such other dateSeptember 8, as applicable, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing.2005; (d) There there shall not have been issued be no pending suit, action or proceeding by any person or by any governmental entity, in either case having a reasonable likelihood of success, and no suit, action or proceeding shall be in effect threatened by any Judgment governmental entity (i) challenging the acquisition by Purchaser of any Governmental Entity enjoiningof the Purchased Assets, preventing seeking to restrain or restricting the prohibit consummation of the transactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging , or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit place material limitations on the consummation ownership of the transactions contemplated herebyPurchased Assets by Purchaser, (ii) seeking to obtain prohibit or limit the ownership or operation by Purchaser of any material damages in connection with portion of the Other Business Segments or the Purchased Assets taken as a whole, or to compel Purchaser to dispose of or hold separate any material portion of the business or assets of the Other Business Segments taken as a whole, as a result of the transactions contemplated hereby by this Agreement, or (iii) seeking to restrain prohibit Purchaser from effectively controlling in any material respect the business or prohibit the Buyer’s purchase operations of the Revenue Participation Right.Other Business Segments taken as a whole; (e) all conditions to the closing of the Offer as contemplated by the Merger Agreement (or as contemplated by any agreement governing the terms of a Superior Proposal), other than the condition of the sale of the Purchased Assets as contemplated hereby, shall have been satisfied in accordance with the terms of the Merger Agreement or the agreement governing the terms of such Superior Proposal; (f) The Purchaser shall have satisfied its obligations pursuant to Section 8.10 below by making an offer of employment to all Assumed Employees on terms and conditions, including wages, bonus opportunities, other benefits and benefit plans no less favorable than the terms and conditions of the Assumed Employees’ employment with Seller on the Closing Date; (g) Seller shall have received a validfairness opinion and valuation report from Kxxxx, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered Bxxxxxxx Wxxxx to the Seller standard existence and authority opinions in respect satisfaction of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents Special Committee of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer.Board of Directors of Seller; and (h) The Seller the representations and warranties of Purchaser contained in this Agreement shall have received a certificate of an authorized person be true and correct at the date hereof and as of the owner trustee Closing as if made on and as of the Buyer, dated the Closing Date. Any condition specified in this Section may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing executed by Seller, certifying except as to the incumbency of the officers executing this Agreement on behalf of the Buyerotherwise provided in Section 9.1 (Amendment and Waiver).

Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated hereunder on the Closing Date are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (c) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (d) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty. (g) The Buyer shall have delivered to the Seller standard existence and authority opinions in respect of the Buyer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyer.