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

Conditions to the Seller’s Obligations. The obligation of Sellers to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of the representations and warranties set forth in Section 8 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date. (b) The Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing. (c) There shall be no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted.

Conditions to the Seller’s Obligations. The obligation of Sellers the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver by the Parent Seller in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of Except where the failure thereof to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, (i) the representations and warranties set forth in Section 8 will Article V (other than those representations and warranties that address matters as of particular dates) shall be true and correct in all material respects at and as of the time of the Closing Date as though then made, except for changes expressly required by this Agreement and except for any representation or warranty (ii) the representations and warranties set forth in Article V that expressly relates address matters as of particular dates shall be true and correct as of such dates (in each of the foregoing clauses (i) and (ii), disregarding all references to a specific prior date.“material”, “Purchaser Material Adverse Effect” and similar qualifications as to materiality set forth therein); (b) The Buyer will Purchaser shall have performed and complied in all material respects with all of the covenants and agreements that are required to be performed by the Buyer it under this Agreement at or prior to the Closing.; (c) There The applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall be no proceeding commenced have expired or threatened against been terminated; (d) No judgment, decree or other judicial order shall have been entered which would prevent the Buyer or Sellers involving performance of this Agreement or the consummation of any of the transactions contemplated herein or any judgmenthereby, decree, injunction or order which prohibits the consummation of declare unlawful the transactions contemplated by this Agreement.Agreement or cause such transactions to be rescinded; and (de) The pro forma consolidated financial statements Purchaser shall have delivered to the Seller a certificate of the Buyer (including Purchaser, dated as of the Acquired AssetsClosing Date, stating that the conditions specified in Sections 3.02(a) shall and 3.02(b) have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedsatisfied.

Conditions to the Seller’s Obligations. The obligation obligations of Sellers the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of each of the following conditions: 6.3.1 The representations and warranties of the Purchasers set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct as of the Closing Date (provided that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), except where the failure to be true and correct would not, individually or in the aggregate (and without regard to any qualifications as to Material Adverse Effect contained in such representations and warranties), have a Material Adverse Effect on the Purchasers; 6.3.2 Each of the Purchasers shall have performed in all material respects each obligation and agreement to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver it, and shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of the representations and warranties set forth in Section 8 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date. (b) The Buyer will have performed and complied in all material respects with all of the covenants and agreements each covenant required by this Agreement to be performed or complied with by the Buyer under this Agreement it at or prior to the Closing; and 6.3.3 Prior to or at the Closing, the Purchasers shall have delivered to the Seller a certificate of a Vice President of the Parent Purchaser, dated the Closing Date, to the effect that the Person signing such certificate is familiar with this Agreement and, to the best of such Person's knowledge, the conditions specified in Sections 6.3.1 and 6.3.2 have been satisfied. (c) There shall be no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation 6.3.4 The steps marked with an asterisk in Schedule 5.21A of the transactions contemplated Seller's Disclosure Schedule or, as selected by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including Seller in its sole discretion, the Acquired Assets) alternative steps corresponding to such steps set forth in such schedule shall have been completed in accordance with the Exchange Act (as defined below)completed; provided, and the rules and regulations promulgated thereunderhowever, and the report of independent auditors with respect to such financial statements completed and submittedthat this condition shall expire on May 12, 2002.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to consummate the transactions to be performed contemplated by it in connection with the Closing is this Agreement are subject to the satisfaction (at or waiver by prior to the Parent in writing; provided that any such waiver shall require the prior written consent Closing Date of the Parent Investor) each and every one of the following conditions as precedent, any one or more of which may be waived by the Closing DateSellers: (ai) Each of the The representations and warranties set forth of Buyer contained in Section 8 will this Agreement shall be true and correct in all material respects on the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made or given again at and as of the time of the Closing as though then madeDate, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates stated to have been made or given as of a specific prior specified date., which, at the Closing Date, shall be true and correct in all material respects as of the date expressly stated; and (bii) The Buyer will shall have performed and complied in all material respects with all of the its agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by the Buyer under this Agreement at or it prior to or on the Closing.Closing Date; (c) 8.2.2 There shall be in force no proceeding commenced claim, proceeding, action, order or threatened against the Buyer decree by or Sellers involving this Agreement before any Governmental Entity of competent jurisdiction restraining, enjoining, prohibiting, invalidating or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits otherwise preventing the consummation of the transactions contemplated by this Agreement.hereby; and (d) The pro forma consolidated financial statements of the 8.2.3 Buyer (including the Acquired Assets) shall have been completed in accordance with made the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedclosing deliveries contemplated by SECTION 3.3 hereof.

Conditions to the Seller’s Obligations. The obligation of Sellers the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (fulfillment or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of the The representations and warranties set forth in Section 8 will Article VI hereof shall be true and correct in all material respects at and as of the time of the Closing Date as though then made, except made and as though the Closing Date were substituted for changes expressly required by the date of this Agreement throughout such representations and except for any representation or warranty that expressly relates to a specific prior datewarranties. (b) The Buyer will shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer it under this Agreement at on or prior to the Closing.; (c) There [***]; (d) Execution of a contract satisfactory to Seller [***] relating to the Post-Harvest Business; (e) On or prior to the Closing Date, the Buyer shall have delivered to the Seller all of the documents described in Section 4.2(b) hereof; and (f) No Action or Proceeding by a third party shall be no proceeding commenced or threatened against pending wherein an unfavorable Court Order would prevent the Buyer or Sellers involving performance of this Agreement or any of the transactions contemplated herein or any judgmenthereby, decree, injunction or order which prohibits the consummation of declare unlawful the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) Agreement or cause such transactions to be rescinded, and no Court Order shall have been completed entered which has any of the foregoing effects. Any condition specified in accordance with this Section 8.2 may be waived by the Exchange Act (as defined below)Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller. Both Parties shall work expeditiously, and in all commercially reasonable respects, to satisfy each of the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedconditions provided herein.

Conditions to the Seller’s Obligations. The obligation obligations of Sellers the Seller to consummate the transactions to be performed by it in connection with the Closing is Second Transaction are also subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Dateprecedent: (ai) Each of the representations and warranties set forth of the Purchaser contained in Section 8 will this Agreement shall be true and correct in all material respects at as of the date hereof and as of the time of Second Closing Date, including as if made both on the date hereof and on the Second Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date.Date; (bii) The Buyer will the Purchaser shall have performed and complied in all material respects with all of the Purchaser’s covenants and agreements required contained in this Agreement to be performed by the Buyer under this Agreement at Purchaser on or prior to the Closing.Second Closing Date, including but not limited to the payment of the Second Purchase Price; (ciii) There the Purchaser shall be no proceeding commenced or threatened against have complied in all material respects with those provisions of the Buyer or Sellers involving Stockholder Agreement (as initially executed and delivered) that govern the extent to which the Purchaser may purchase securities of the Company prior to the execution and delivery of the Credit Agreement Amendment by all applicable parties thereto; and (iv) the Purchaser shall have delivered to the Seller a certificate, dated as of the Second Closing Date and executed by an authorized representative of the Purchaser, affirming that the conditions set forth in Section 7(c)(i), Section 7(c)(ii) and Section 7(c)(iii) of this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedsatisfied.

Conditions to the Seller’s Obligations. The obligation of Sellers Sellers’ obligations to consummate perform the transactions Transactions contemplated to be performed by it in connection with on or before the Closing is Date are subject to the satisfaction (satisfaction, or written waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) Selling Shareholders’ Representative, of the following conditions as of the Closing Dateconditions: (ai) Each all of the representations and warranties set forth of the Buyer in Section 8 will be true and correct this Agreement must have been accurate in all material respects at and as of the time date hereof and must be accurate in all material respects as if made on the Closing Date, (ii) the Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and (iii) the Buyer must deliver to the Selling Shareholders’ Representative at the Closing a certificate, in form and substance reasonably satisfactory to the Selling Shareholders’ Representative, confirming satisfaction of the Closing as though then madeconditions in clauses (i) and (ii) above; provided, except however, that such certificate, for changes expressly required by purposes of the obligations under Article X, will certify that all of the representations and warranties of the Buyer in this Agreement and except for any representation or warranty that expressly relates to a specific prior date.are accurate in all respects as if made on the Closing Date; (b) The Buyer will have performed and complied in all material respects with all each of the covenants following documents must have been delivered to the Selling Shareholders’ Representative: (i) the Employment Agreements of each of Xxxxxxx Xxxxxx, Xxxxx X. Xxxx, Xxxxx Xxxxx and agreements required to be performed Xxxx Xxxxxx , executed by the Buyer under this Agreement at Target or prior to the Closinga Company, as applicable. . (c) There shall be no proceeding commenced all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement.otherwise been terminated; and (d) The pro forma consolidated financial statements the sale of the Sellers’ Capital Stock by the Sellers to the Buyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedwill not violate any Law.

Conditions to the Seller’s Obligations. The obligation of Sellers the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent MCGI in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of the representations and warranties set forth in Section 8 will be 6 is true and correct in all material respects at and as of the time of the Closing as though then madeClosing, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date.; (b) The Buyer will have has performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing.; (c) There shall be is no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements Buyer has: (i) obtained stockholder approval for the consummation of the Buyer transaction set forth herein; (including ii) obtained any and all other requisite approvals for the Acquired Assetsconsummation of the transaction set forth herein (iii) shall have been completed in accordance make all necessary filings with the Exchange Act SEC; (as defined below), and e) The Buyer shall have delivered to the rules and regulations promulgated thereunder, and Seller the report of independent auditors with respect to such financial statements completed and submitteditems set forth in Section 4.03.

Conditions to the Seller’s Obligations. The obligation of Sellers Seller’s and the Members’ obligations to consummate perform the transactions Transactions contemplated to be performed by it in connection with on or before the Closing is Date are subject to the satisfaction (satisfaction, or written waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) Seller, of the following conditions as of the Closing Dateconditions: (a) Each (i) All of the representations and warranties set forth of the Buyer in Section 8 will be true and correct this Agreement must have been accurate in all material respects at and as of the time date hereof and must be accurate in all material respects as if made on the Closing Date, (ii) the Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing and (iii) the Buyer must deliver to the Seller at the Closing a certificate, in form and substance reasonably satisfactory to the Seller, confirming satisfaction of the Closing as though then made, except for changes expressly required by this Agreement conditions in clauses (i) and except for any representation or warranty that expressly relates to a specific prior date(ii) above. (b) The Buyer will have performed and complied in all material respects with all Each of the covenants following documents must have been delivered to the Seller and agreements required to must be performed dated as of the Closing Date (unless otherwise indicated): (i) the Xxxx of Sale, executed by the Buyer under this Agreement at or prior to Buyer; (ii) the ClosingNoncompetition Agreement, executed by the Buyer; (iii) the Registration Rights Agreement, executed by Primo; and (iv) the Consulting Agreement, executed by the Buyer. (c) There shall be no proceeding commenced or threatened against Since the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgmentdate hereof, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall there must not have been completed an event that has caused a Material Adverse Effect or could reasonably be expected to result in accordance with the Exchange Act (as defined below)a Material Adverse Effect, and the rules and regulations promulgated thereunder, and the report of independent auditors in each case with respect to such financial statements completed and submittedthe Primo Parties.

Conditions to the Seller’s Obligations. The obligation of Sellers the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent OMVS in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of the representations and warranties set forth in Section 8 will be 6 is true and correct in all material respects at and as of the time of the Closing as though then madeClosing, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date.; (b) The Buyer will have has performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing.; (c) There shall be is no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement.; (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted; (e) Buyer has: (i) obtained stockholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) has made and shall make all necessary filings with the SEC; and (f) The Buyer shall have delivered to the Seller the items set forth in Section 4.03.

Conditions to the Seller’s Obligations. The obligation obligations of Sellers the Seller to consummate the transactions to be performed by it in connection with the Closing is Initial Transaction are also subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Dateprecedent: (ai) Each of the representations and warranties set forth of the Purchaser contained in Section 8 will this Agreement shall be true and correct in all material respects at as of the date hereof and as of the time of Initial Closing Date, including as if made both on the date hereof and on the Initial Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date.Date; (bii) The Buyer will the Purchaser shall have performed and complied in all material respects with all of the Purchaser’s covenants and agreements required contained in this Agreement to be performed by the Buyer under this Agreement at Purchaser on or prior to the Closing.Initial Closing Date, including the payment of the Initial Purchase Price; (ciii) There the Purchaser shall be no proceeding commenced or threatened against have complied in all material respects with those provisions of the Buyer or Sellers involving Stockholder Agreement (as initially executed and delivered) that govern the extent to which the Purchaser may purchase securities of the Company prior to the execution and delivery of the Credit Agreement Amendment by all applicable parties thereto; and (iv) the Purchaser shall have delivered to the Seller a certificate, dated as of the Initial Closing Date and executed by an authorized representative of the Purchaser, affirming that the conditions set forth in Section 6(c)(i) and Section 6(c)(ii) of this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedsatisfied.

Conditions to the Seller’s Obligations. The obligation obligations of Sellers the Seller to consummate the transactions to contemplated hereby shall be performed by it in connection with the Closing is subject to the satisfaction (on or waiver by prior to the Parent in writing; provided that any such waiver shall require the prior written consent Closing of the Parent Investor) all of the following conditions, except such conditions as of the Closing DateSeller may waive: (a) Each The Buyer shall have complied in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing, and all of the representations and warranties set forth in Section 8 will of the Buyer contained herein shall be true and correct in all material respects at and as of the time Closing with the same effect as though made at and as of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior dateClosing. (b) The Buyer will have performed All action (including notifications and complied in all material respects with all of the covenants and agreements filings) that shall be required to be performed taken by the Buyer under this Agreement at or prior in order to consummate the Closingtransactions contemplated hereby shall have been taken and all consents, approvals, authorizations and exemptions from third Parties that shall be required in order to enable the Buyer to consummate the transactions contemplated hereby shall have been duly obtained. (c) There shall be no proceeding commenced No order of any court or threatened against the Buyer governmental or Sellers involving this Agreement regulatory authority or body which restrains or prohibits the transactions contemplated herein hereby shall be in effect on the Closing date and no suit or investigation by any judgment, decree, injunction or order which prohibits the consummation of government agency to enjoin the transactions contemplated by this Agreementhereby or seek damages or other relief as a result thereof shall be pending or threatened in writing as of the Closing. (d) The pro forma consolidated financial statements Seller shall have received from the Buyer all of the Buyer (including the Acquired Assets) shall have been completed documents and other items required to be delivered at Closing as provided in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submittedSECTION 2 herein.

Conditions to the Seller’s Obligations. The obligation obligations of Sellers the Seller to consummate the transactions to contemplated hereby shall be performed by it in connection with the Closing is subject to the satisfaction at or prior to the Closing (or waiver by the Parent in writing; provided that any such waiver and shall require the prior written consent remain satisfied at and as of the Parent InvestorClosing) of the following conditions as conditions, any or all of which may be waived by the Closing DateSeller in its sole discretion, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties set forth of each of the Buyer and the Parent contained in Section 8 will this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at respects, as of the date of this Agreement and as of Closing Date as though made again on and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior dateDate. (b) The Each of the Buyer will and the Parent shall have performed and or complied in all material respects with all of the respective agreements and covenants and agreements required by this Agreement to be performed or complied with by the Buyer under this Agreement at it on or prior to the ClosingClosing Date. (c) There The Seller shall be no proceeding commenced or threatened against have received a certificate of the Chief Executive Officer and the Chief Financial Officer of each of the Buyer and the Parent, in each case dated as of the Closing Date, certifying that the Buyer or Sellers involving this Agreement the Parent, as the case may be, has satisfied the Closing Conditions applicable to the Buyer or the transactions contemplated herein or any judgmentParent, decreeas the case may be, injunction or order which prohibits the consummation of the transactions contemplated by this Agreementin Sections 9.01(b) and 9.02(a) and (b). (d) The pro forma consolidated financial statements Unless any of the Buyer circumstances described in clause (including x)(ii)(A) of the Acquired Assets) introductory paragraph of Section 2.04 shall have occurred, the Escrow Agreement in the form of and to the effect in Annex B hereto shall have been completed in accordance with executed and delivered by all parties thereto (other than the Exchange Act (as defined belowSeller), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted.

Conditions to the Seller’s Obligations. The obligation of Sellers to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing Date: (a) Each of the representations and warranties set forth in Section 8 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date. (b) The Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing. (c) There shall be no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted. (f) The Buyer shall have delivered to the Sellers the items set forth in Section 6.03.

Conditions to the Seller’s Obligations. The obligation of Sellers the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver by the Parent in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing DateClosing: (a) Each of the representations and warranties set forth in Section 8 will be true and correct in all material respects at and as of the time of the Closing as though then madeno action, except for changes expressly required by this Agreement and except for any representation suit, or warranty that expressly relates to a specific prior date. (b) The Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing. (c) There proceeding shall be no proceeding commenced pending or threatened against before any court or quasi-judicial or administrative agency of any federal, provincial, state, local, or other jurisdiction or before any arbitrator wherein an unfavourable judgment, decree or order would prevent the Buyer or Sellers involving performance of this Agreement or the consummation of any of the transactions contemplated herein or any judgmenthereby, decree, injunction or order which prohibits the consummation of declare unlawful the transactions contemplated by this Agreement.Agreement or cause such transactions to be rescinded; and (db) The pro forma consolidated financial statements the Purchaser shall have paid the Adjusted Base Cash Consideration (less the Deposit) to the Seller, shall have delivered the Joint Instruction and shall have delivered to the Seller the Seller Note duly executed by the Purchaser. If the Closing occurs, then all Closing conditions set forth in this Section 3.02 which have not been fully satisfied as of the Buyer (including the Acquired Assets) Closing shall be deemed to have been completed waived by the Seller provided, however that any such deemed waiver shall not limit any of Sellers’s rights under Article IX or apply in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report event of independent auditors with respect to such financial statements completed and submittedfraud.