Common use of Other Conditions to the Obligations of Purchaser Clause in Contracts

Other Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the Closing and to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by Purchaser) of the following further conditions: (a) the Fundamental Representations shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date); (b) the representations and warranties of the Sellers and the Company set forth in Article III and Article IV (other than those referred to in clause (a) above), respectively, shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had a Company Material Adverse Effect (provided that, for the purposes of the foregoing clause, qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect); (c) the Company and the Sellers shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company or the Sellers, as applicable, under this Agreement on or prior to the Closing Date; (d) no event or occurrence shall have occurred or arisen since the date hereof that has had a Company Material Adverse Effect; (e) prior to or at the Closing, the Company shall have delivered to Purchaser a certificate of an authorized officer of the Company, dated as of the Closing Date, in form and substance reasonably acceptable to Purchaser, to the effect that the conditions specified in Sections 7.2(a), 7.2(b), 7.2(c) and 7.2(d) have been satisfied; and (f) Purchaser shall have obtained a fairness opinion satisfactory to the Board of Directors of Purchaser with respect to the purchase of the Shares, and such opinion shall not have been withdrawn prior to the Closing.

Other Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the Closing and to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Lawlaw, waiver in writing by Purchaser) Purchaser of the following further conditions: (a) (i) each of the representations and warranties of the Company and Blocker Corp set forth in ‎Article 3 (other than the Company Fundamental Representations and the representation and warranty set forth in Section 3.7(a)) and each of the representations and warranties of the Sellers set forth in ‎Article 4 (other than the Seller Fundamental Representations) shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as though made on and as of the Closing Date Date, except (other than A) to the extent such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties the same shall be have been true and correct only as of the specified date); (b) the representations and warranties of the Sellers and the Company set forth in Article III and Article IV (other than those referred to in clause (a) above), respectively, shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date), except (B) to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had or would not reasonably be expected to have a Company Material Adverse Effect (provided that, that for the purposes of the foregoing clauseclause (B), qualifications as to materiality materiality, material adverse effect and Company Material Adverse Effect contained in such representations and warranties shall not be given effect), (ii) the representation and warranty set forth in Section 3.7(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, and (iii) each of the Company Fundamental Representations and Seller Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall have been true and correct in all respects only as of such specified date; (cb) the Company Company, Blocker Corp and the Sellers shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company or the Sellers, as applicable, them under this Agreement on or prior to the Closing Date; (d) no event or occurrence shall have occurred or arisen since the date hereof that has had a Company Material Adverse Effect; (ec) prior to or at the Closing, the Company shall have delivered to Purchaser the following documents: (i) a certificate certificate, in form and substance reasonably acceptable to Purchaser, of an authorized officer of the Company, dated as of the Closing Date, in form and substance reasonably acceptable to Purchaser, to the effect that the conditions specified in Sections ‎Section 7.2(a), 7.2(b), 7.2(c) and 7.2(d‎Section 7.2(b) have been satisfied; (ii) one or more certificates representing the Blocker Stock held by Blocker Seller endorsed by Blocker Seller in blank or accompanied by assignment and transfer documents duly executed by Blocker Seller in blank; (iii) written resignations, or other evidence of removal, of all officers, managers and directors of the Group Companies and Blocker Corp set forth on Schedule 7.2(c)(iii) from their positions with each Group Company or Blocker Corp, as applicable, effective as of the Closing, in each case in form and substance reasonably satisfactory to Purchaser; and (fiv) documentation in form and substance reasonably acceptable to Purchaser evidencing the termination of each Company Affiliated Transaction and each Seller Affiliated Transaction pursuant to, and as contemplated by, ‎Section 6.27; (d) the Escrow Agreement shall have obtained a fairness opinion satisfactory to been duly executed and delivered by the Board of Directors of Purchaser Sellers and the Escrow Agent; (e) with respect to the purchase Closing Date Funded Indebtedness of the Sharestypes referred to in clauses (i) and (ii) of the definition of Funded Indebtedness, including the Company Existing Credit Agreement and the Company Existing NPA, duly executed payoff letters from each such opinion holder (or from the applicable agent or representative of such holders) of such Closing Date Funded Indebtedness in form and substance consistent with the requirements of Section 6.24; (f) a duly executed termination agreement with respect to the engagement letter with each Broker, substantially in the form of Exhibit C attached hereto (or otherwise in form and substance reasonably satisfactory to Purchaser), shall not have been withdrawn prior delivered by the Company to Purchaser; and (g) the ClosingReorganization shall have been completed pursuant to Section 6.26 and true, correct and complete copies of all agreements and documents evidencing the same shall have been delivered by the Company to Purchaser.

Other Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the Closing and to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Lawlaw, waiver in writing by Purchaser) Purchaser of the following further conditions: (a) (i) each of the representations and warranties of the Company set forth in Article 3 (other than the Company Fundamental Representations and the representation and warranty set forth in Section 3.7(a)) and each of the representations and warranties of the Sellers set forth in Article 4 (other than the Seller Fundamental Representations) shall be true and correct in all material respects on as of the Signing Date, other than those representations and warranties made by Midco Holdings, which are deemed to have been made as of immediately following the consummation of the Reorganization, and, in each case (including with respect to those representations and warranties made by Midco Holdings), as of the Closing Date as though made on and as of the Closing Date Date, except (other than A) to the extent such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties the same shall be have been true and correct only as of the specified date); (b) the representations and warranties of the Sellers and the Company set forth in Article III and Article IV (other than those referred to in clause (a) above), respectively, shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date), except (B) to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had or would not reasonably be expected to have a Company Material Adverse Effect (provided that, that for the purposes of the foregoing clauseclause (B), qualifications as to materiality materiality, material adverse effect and Company Material Adverse Effect contained in such representations and warranties shall not be given effect), (ii) the representation and warranty set forth in Section 3.7(a) shall be true and correct in all respects as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date, and (iii) each of the Company Fundamental Representations and Seller Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the Signing Date, other than those Seller Fundamental Representations made by Midco Holdings, which are deemed to have been made as of immediately following the consummation of the Reorganization, and, in each case (including with respect to those Seller Fundamental Representations made by Midco Holdings) as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall have been true and correct in all respects only as of such specified date; (cb) the Company and the Sellers shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company or the Sellers, as applicable, them under this Agreement on or prior to the Closing Date; (d) no event or occurrence shall have occurred or arisen since the date hereof that has had a Company Material Adverse Effect; (ec) prior to or at the Closing, the Company shall have delivered to Purchaser the following documents: (i) a certificate of an authorized officer of the Company, dated as of the Closing Datecertificate, in form and substance reasonably acceptable to Purchaser, of an authorized officer of the Company and each Seller, dated as of the Closing Date, to the effect that the conditions specified in Sections Section 7.2(a), 7.2(b), 7.2(c) and 7.2(dSection 7.2(b) have been satisfied; (ii) [intentionally omitted]; (iii) written resignations, or other evidence of removal, of all officers, managers and directors of the Group Companies set forth on Schedule 7.2(c)(iii) from their positions with each Group Company, as applicable, effective as of the Closing, in each case in form and substance reasonably satisfactory to Purchaser; and (iv) documentation in form and substance reasonably acceptable to Purchaser evidencing the termination of each Company Affiliated Transaction and each Seller Affiliated Transaction pursuant to, and as contemplated by, Section 6.27; (d) the Escrow Agreement shall have been duly executed and delivered by Midco Holdings and the Escrow Agent; (e) with respect to the Closing Date Funded Indebtedness of the types referred to in clauses (i) and (ii) of the definition of Funded Indebtedness, including the Company Existing Credit Agreement and the Company Existing NPA, duly executed payoff letters from each such holder (or from the applicable agent or representative of such holders) of such Closing Date Funded Indebtedness in form and substance consistent with the requirements of Section 6.24; and (f) Purchaser shall have obtained a fairness opinion satisfactory to the Board of Directors of Purchaser duly executed termination agreement with respect to the purchase engagement letter with each Broker, substantially in the form of the SharesExhibit C attached hereto (or otherwise in form and substance reasonably satisfactory to Purchaser), and such opinion shall not have been withdrawn prior delivered by the Company to the ClosingPurchaser.

Other Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the Closing and to consummate the Transactions Purchase and Sale are subject to the satisfaction (or, if permitted waiver by applicable Law, waiver in writing by Purchaser) Purchaser of the following further conditions: (a) Each of the (i) Fundamental Representations shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as though made on then made, (ii) representations and warranties of the Sellers or any of them contained in this Agreement (other than the Fundamental Representations) that are qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing Date (other than except for such representations and warranties that are made on and as of a specified specific date which shall speak only as of such date, in which case such representatives ) and (iii) representations and warranties of the Sellers or any of them contained in this Agreement (other than the Fundamental Representations) that are not qualified as to materiality or Company Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of the specified such date); (b) the representations and warranties of the Sellers and the Company set forth in Article III and Article IV (other than those referred to in clause (a) above), respectively, shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had a Company Material Adverse Effect (provided that, for the purposes of the foregoing clause, qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect); (c) the Company and the The Sellers shall have performed and complied in all material respects with all agreements and covenants required to be performed or complied with by the Company or the Sellers, as applicable, them under this Agreement on or prior to the Closing Date; (dc) no event or occurrence Since the date of this Agreement, there shall not have occurred or arisen since the date hereof that has had exist a Company Material Adverse Effect; (d) Each of the Sellers shall have executed and delivered to the Purchaser an employment agreement substantially in the form of Schedule 8.2(d) (the “Employment Agreements”); (e) prior The Sellers shall have executed and delivered the Share Transfer Documents to the Purchaser. (f) If so requested, Purchaser shall have received true, correct and complete copies of duly executed written resignations of one or at more of the Closingofficers and/or directors of the Company. (g) Without limitation of Section 8.1(a), the Company Purchaser shall have received true, correct and complete copies of the authorizations, consents, permits, orders or approvals set forth on Schedule 4.3 and all of the declarations, filings and notices set forth on Schedule 4.3 shall have been properly given and the notice period required thereunder shall have expired and the Sellers shall have delivered to Purchaser a certificate evidence thereof, in each case, in form and substance reasonably satisfactory to Purchaser. (h) Purchaser shall have received such certificates, affidavits and other documents from the Sellers as it reasonably determines to be necessary or advisable in respect of an authorized officer any Tax withholding from the payment of the CompanyConsideration as may be required under Applicable Law. (i) The Purchaser shall have received the following certificates, each dated as of the Closing Date, in form and substance reasonably acceptable to Purchaser, to : (1) a certificate executed by the effect Sellers certifying that the conditions specified in Sections 7.2(aSection 8.2(a), 7.2(b), 7.2(cSection 8.2(b) and 7.2(dSection 8.2(c) have been are satisfied; and (f2) a certificate executed by the Sellers, in their capacity as the authorized officers of the Company, certifying (A) the good standing of the Company in its jurisdiction of organization and in each other jurisdiction where it is qualified to do business (with copies of all applicable good standing certificates, certificates of existence or comparable certificates attached to such certificate), and (B) that the Governing Documents of the Company (copies of which shall be attached to the certificate) are all true, complete and correct in all respects and remain unamended and in full force and effect. (j) The Purchaser shall have obtained a fairness opinion satisfactory received all other documents reasonably required or requested by Purchaser or its counsel to effectuate, implement or evidence the Board of Directors of Purchaser with respect Purchase and Sale or to otherwise consummate the purchase of the Shares, and such opinion shall not have been withdrawn prior to the Closingtransactions contemplated by this Agreement.

Other Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the Closing and to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by Purchaser) Purchaser of the following further conditions: (a) (i) each of the representations and warranties of the Target Companies set forth in Article 3 (other than the Company Fundamental Representations Representations) and each of the representations and warranties of Seller set forth in Article 4 (other than the Seller Fundamental Representations) shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as though made on and as of the Closing Date Date, except (other than A) to the extent such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties the same shall be have been true and correct only as of the specified date); (b) the representations and warranties of the Sellers and the Company set forth in Article III and Article IV (other than those referred to in clause (a) above), respectively, shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date), except (B) to the extent that the facts, events and circumstances that cause such representations and warranties to not be materially true and correct as of such dates have not had or would not reasonably be expected to have a Company Seller Party Material Adverse Effect (provided thatEffect; provided, that for the purposes of the foregoing clauseclause (B), qualifications as to materiality materiality, material adverse effect and Company Seller Parties Material Adverse Effect contained in such representations and warranties shall not be given effect);, and (ii) each of the Company Fundamental Representations and Seller Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall have been true and correct in all respects only as of such specified date (cb) the Company Seller and the Sellers Target Companies shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company or the Sellers, as applicable, them under this Agreement on or prior to the Closing Date; (d) no event or occurrence shall have occurred or arisen since the date hereof that has had a Company Material Adverse Effect; (ec) prior to or at the Closing, the Company Seller shall have delivered to Purchaser a certificate the following documents: (i) stock certificates evidencing the THMS Corp Interests, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an authorized officer assignment of the Company, dated as of the Closing DateOpco Interests to Purchaser in form and substance satisfactory to Purchaser; (iii) a certificate, in form and substance reasonably acceptable to Purchaser, of an authorized officer of Seller, dated as of the Closing Date, to the effect that the conditions specified in Sections Section 7.2(a), 7.2(b), 7.2(c) and 7.2(dSection 7.2(b) have been satisfied; (iv) written resignations, or other evidence of removal, of all officers, managers and directors of the Group Companies set forth on Schedule 7.2(c)(ii) from their positions with each Group Company, as applicable, effective as of the Closing, in each case in form and substance reasonably satisfactory to Purchaser; and (v) documentation in form and substance reasonably acceptable to Purchaser evidencing the termination of each Company Affiliated Transaction and each Seller Affiliated Transaction pursuant to, and as contemplated by, Section 6.25; (d) a Seller Party Material Adverse Effect shall have not occurred since the date of this Agreement. (e) the Escrow Agreement shall have been duly executed and delivered by Seller and the Escrow Agent; (f) Purchaser shall have obtained a fairness opinion satisfactory to the Board of Directors of Purchaser with respect to the purchase Closing Date Funded Indebtedness of the Sharestypes referred to in clauses (i) and (ii) of the definition of Funded Indebtedness, including the Company Existing Credit Agreement, Purchaser shall have received duly executed payoff letters from each such holder (or from the applicable agent or representative of such holders) of such Closing Date Funded Indebtedness in form and substance reasonably acceptable to Purchaser setting forth the aggregate amounts required to satisfy in full all such opinion Funded Indebtedness and evidencing release and termination of all security interests in respect thereof; (g) (i) certified copies of the Governing Documents of Seller and the Target Companies and (ii) certified copies of the written resolutions, duly adopted by the equityholders and governing boards of Seller and the Target Companies, approving this Agreement, the transactions contemplated hereby and the performance by Seller and the Target Companies of their obligations hereunder; (h) Seller shall have obtained consents of applicable third parties with respect to those certain Contracts identified on Schedule 7.2(h) in form reasonably satisfactory to Purchaser. (i) a duly executed affidavit from each Seller, dated as of the Closing Date, executed under penalty of perjury and pursuant to the Treasury Regulations issued under Code Section 1445, stating that such Seller is not a “foreign person” for purposes of Code Sections 1445 and 1446(f); (j) the Subscription Agreements shall have been withdrawn prior duly executed and delivered by Xxxxxxx Senior and Xxxxxxx Xxxxxx. (k) a duly executed termination agreement with respect to the Closingengagement letter with each Broker, substantially in the form of Exhibit B attached hereto (or otherwise in form and substance reasonably satisfactory to Purchaser), shall have been delivered by Seller to Purchaser. (l) Evidence of the termination of Group Companies’ 401K Plan. (m) The Representation and Warranty Policy shall be in full force and effect.

Other Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the Closing and to consummate the Transactions Purchase and Sale are subject to the satisfaction (or, if permitted waiver by applicable Law, waiver in writing by Purchaser) Purchaser of the following further conditions: (a) Each of the (i) Fundamental Representations shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as though made on then made, (ii) representations and warranties of the Selling Parties or any of them contained in this Agreement (other than the Fundamental Representations) that are qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing Date (other than except for such representations and warranties that are made on and as of a specified specific date which shall speak only as of such date, in which case such representatives ) and (iii) representations and warranties of the Selling Parties or any of them contained in this Agreement (other than the Fundamental Representations) that are not qualified as to materiality or Company Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of the specified such date); (b) the representations and warranties of the Sellers and the Company set forth in Article III and Article IV (other than those referred to in clause (a) above), respectively, shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representatives and warranties shall be true and correct only as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had a Company Material Adverse Effect (provided that, for the purposes of the foregoing clause, qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect); (c) the Company and the Sellers The Selling Parties shall have performed and complied in all material respects with all agreements and covenants required to be performed or complied with by the Company or the Sellers, as applicable, them under this Agreement on or prior to the Closing Date; (dc) no event or occurrence Since the date of this Agreement, there shall not have occurred or arisen since the date hereof that has had exist a Company Material Adverse Effect; (ed) prior to or at Concurrently with the Closing, each of Mxxxxxx Xxxxxxxx and KX Xxxxxxxxx shall gxxxx an irrevocable option to purchase, free and clear of all Liens, all of the Company Equity Interests and Securities in REV-India owned by them, to the Purchaser or its designee, pursuant to such instruments or agreements as shall be required by Applicable Law and otherwise reasonably satisfactory to Purchaser. (e) [Intentionally Omitted]. (f) Each of the Key Employees shall have executed and delivered to the Purchaser an employment letter substantially in the form of Schedule 8.2(f) (the “Key Employee Employment Letters”). (g) Sxxxxxx shall have executed and delivered to the Purchaser an employment agreement between Sxxxxxx and REV-US substantially in the form of Schedule 8.2(g) (the “Sxxxxxx Employment Agreement”). (h) The Seller and each Company, as applicable, shall have executed and delivered the Share Transfer Documents to the Purchaser. (i) If so requested, Purchaser shall have received true, correct and complete copies of duly executed written resignations of one or more of the officers and/or directors of each Company. (j) Without limitation of Section 8.1(a), the Purchaser shall have received true, correct and complete copies of the authorizations, consents, permits, orders or approvals set forth on Schedule 4.4, and all of the declarations, filings and notices set forth on Schedule 4.4 shall have been properly given and the notice period required thereunder shall have expired and the Selling Parties shall have delivered to Purchaser a certificate of an authorized officer evidence thereof, in each case, in form and substance reasonably satisfactory to Purchaser. (k) Purchaser shall have received such certificates, affidavits and other documents from the Selling Parties as it reasonably determines to be necessary or advisable in order to determine the Withholding Amount and such other Tax withholding from the payment of the CompanyConsideration as may be required under Applicable Law. (l) The Purchaser shall have received the following certificates, each dated as of the Closing Date, in form and substance reasonably acceptable to Purchaser, to the effect : (i) a certificate executed by Sxxxxxx certifying that the conditions specified in Sections 7.2(aSection 8.2(a), 7.2(bSection 8.2(b) and Section 8.2(c) are satisfied; (ii) a certificate executed by each of the Selling Parties, in his or its capacity as a Selling Party, certifying that, as to such Selling Party, the conditions specified in Section 8.2(a) and Section 8.2(b) are satisfied; (iii) a certificate executed by Sxxxxxx, in his capacity as the chief executive officer of Seller and each Company, certifying (A) the good standing of Seller and each Company in its jurisdiction of organization and in each other jurisdiction where it is qualified to do business (with copies of all applicable good standing certificates, certificates of existence or comparable certificates attached to such certificate), 7.2(c(B) that the Governing Documents of each Company (copies of which shall be attached to the certificate) are all true, complete and 7.2(dcorrect in all respects and remain unamended and in full force and effect and (C) that the stockholders and directors of Seller and each Company have been satisfiedduly approved and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated herein (a copy of which shall be attached to the certificate); and (fiv) a certificate executed by each of Venkatesh and Cxxxxx, in their respective capacities as the trustees of the BV Trust and the AC Trust, certifying that each is the duly authorized trustee thereof and has the power and authority to execute and deliver this Agreement on behalf of the BV Trust and AC Trust, respectively (and attaching a copy of the trust instrument for each such trust). (n) The Purchaser shall have obtained a fairness opinion satisfactory received all other documents reasonably required or requested by Purchaser or its counsel to effectuate, implement or evidence the Board of Directors of Purchaser with respect Purchase and Sale or to otherwise consummate the purchase of the Shares, and such opinion shall not have been withdrawn prior to the Closingtransactions contemplated by this Agreement.