Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in (x) all respects of the Fundamental Representations of the Company as of the date of this Agreement and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are is subject to satisfaction at or prior to Closing of the following conditions being met:precedent (collectively, the “Purchaser Closing Conditions”): 7.1.1 This Agreement shall be in full force and effect. 7.1.2 Seller shall have performed and complied with all of its covenants hereunder in all material respects. 7.1.3 No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction or arbitration or other legal restraint or prohibition shall be in effect, and there shall not be pending or threatened in writing any suit, action or proceeding by any Governmental Authority, in each case only to the extent it prevents or seeks to prevent the transactions described in this Agreement (ian “Adverse Proceeding”), unless (in any of the foregoing cases) the accuracy in (x) all respects same shall have been dismissed, released or otherwise cured prior to Closing. 7.1.4 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the Fundamental Representations transactions contemplated by this Agreement. 7.1.5 All of the Company Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser upon Closing. 7.1.6 The representations or warranties of Seller in this Agreement shall be true and correct as of the date of this Agreement made and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only or as of such specified dateother date to which such representation or warranty expressly is made) and (y) in all material respects respects. 7.1.7 Since the Effective Date, the Property has not been materially damaged, and neither the Property nor any material portion thereof has become the subject of any proceedings, judicial, administrative or otherwise, with respect to a taking by eminent domain or condemnation. For purposes of this paragraph, the phrase “materially damaged” means damage reasonably exceeding $5,610,000 to repair and a “material portion” means a taking by eminent domain or condemnation of ten percent (or, 10%) or more of the total land area of the Property or the permanent loss of access to the extent representations or warranties Property. The Purchaser Closing Conditions are qualified by materiality or Material Adverse Effectfor the benefit of Purchaser, in all respects) and Purchaser shall have the right to waive any of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Purchaser Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, covenants and agreements of the Company required to be performed Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the Closing shall have been performed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each caseforegoing, in the reasonable judgment of event a Purchaser Closing Condition is not satisfied at or prior to Closing and Purchaser nevertheless closes the transactions described in this Agreement, then Purchaser shall be deemed to have waived such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingPurchaser Closing Condition.

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are is subject to the satisfaction or waiver by Purchaser of the following conditions being metfurther conditions: (a) the representations and warranties of Seller contained in this Agreement (i) the accuracy that are qualified as to materiality or Material Adverse Effect shall be true and accurate in (x) all respects of the Fundamental Representations of the Company and (ii) that are not so qualified shall be true and accurate in all material respects, at and as of the date of this Agreement Closing Date, with the same force and effect as if made as of the Closing Date (except for other than such Fundamental Representations that expressly speak representations and warranties as are made as of an earlier another date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, . The covenants and agreements of the Company required contained in this Agreement to be performed complied with by Seller or the Acquired Companies at or prior to before the Closing shall have been performed complied with in all material respects. Purchaser shall have received a certificate from Seller signed by an executive officer thereof with respect to the matters described in this Section 2.02(a); (iiib) any waiting period (and any extension thereof) under (i) the delivery by HSR Act or (ii) the Company Mexican Federal Competition Law applicable to the purchase of the items Securities contemplated hereby shall have expired or shall have been terminated; (c) no Action shall be pending by any Governmental Authority against Purchaser or Seller seeking to restrain the Transactions; (d) there shall not be pending any Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; (e) since the Balance Sheet Date, there shall not have occurred a Material Adverse Effect; and (f) Purchaser shall have received duly executed copies or originals, as applicable, of the closing deliveries set forth in Section 2.3 of this Agreement; (iv) there 2.01(b), and such documents shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading be in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingfull force and effect.

Purchaser Closing Conditions. The respective obligations Completion of the Purchasers hereunder transactions contemplated by this Agreement are subject to the satisfaction of the following conditions precedent for the benefit of Purchaser, each of which may be waived by Purchaser in its sole discretion: (a) The representations and warranties of Vendors made in this Agreement, and in any other agreement or document delivered pursuant to this Agreement, will be true and accurate on the Closing Date with the same force and effect as though those representations and warranties had been made on the Closing Date. Vendors will have complied with all covenants and agreements to be performed or caused to be performed by it under this Agreement, and in any other agreement or document delivered pursuant to this Agreement, on or before the Closing Date. (b) The acquisition of the Purchased Assets shall not constitute a “Change of Business” or a “Fundamental Change” of Purchaser or require Purchaser to file a “Listing Statement” (as such terms are defined in the policies of the Canadian Securities Exchange) in connection with the Closing. (c) There shall have been no material adverse effect in respect of the Purchased As- set since the date hereof. (d) The Closing are subject (as defined herein) occurring on or before July 2, 2024 (the “Outside Date”). (e) All of the covenants and obligations of Vendors to be performed or observed on or before the Closing Date pursuant to this Agreement having been duly performed or observed. (f) Vendors will have delivered to Purchaser the following conditions being metin form and substance satisfactory to Purchaser: (i) the accuracy in (x) all respects of the Fundamental Representations of the Company as of the date of this Performance Payment Agreement and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified duly executed by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date)Vendors; (ii) an assignment agreement in form and substance satisfactory to Purchaser (the “IP Assignment”) duly executed by Vendors, transferring all obligationsof Vendors’ right, covenants title and agreements interest in and to any copyright registrations, domain name registrations, and any Purchased IP (as defined herein) listed and described in Schedule “B”, and all tangible embodiments of any of the Company required to be performed at or prior to the Closing shall have been performed in all material respectsforegoing; (iii) all deeds, conveyances, assurances, transfers and assignments and any other instruments necessary or reasonably required to transfer the delivery by the Company Purchased Assets to Purchaser with a good title, free and clear of the items set forth in Section 2.3 of this Agreement;all Encumbrances; and (iv) there shall have been no Material Adverse Effect with respect all documentation and other evidence reasonably requested by Xxxxxxxxx in order to establish the Company since due authorization and completion of the date hereof; and (v) from transactions contemplated by this Agreement, including the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended taking of all corporate proceedings by the Commission or board of directors and the Company’s principal Trading Marketshareholders (if required by applicable laws) of Vendors required to effectively carry out the obligations of Vendors pursuant to this Agreement, and, at any time prior and to provide certified copies of the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingsame.

Purchaser Closing Conditions. The respective obligations From the date hereof to the earlier of the Purchasers hereunder in connection with Closing Date or the termination of this Agreement, the obligation of Purchaser to effect the Closing are shall be subject to the following conditions being metconditions, any one or more of which may be waived in writing by Purchaser: (ia) the accuracy in (x) all respects Each of the Fundamental Representations representations and warranties of the Company and Seller set forth in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects, in each case at and as of the date of this Agreement Closing Date with the same effect as if made at and as of the Closing Date (except for to the extent such Fundamental Representations that expressly speak as of representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (iib) each of Company and Seller shall have performed and complied in all obligationsrespects with all agreements, covenants covenants, obligations and agreements of the Company conditions required by this Agreement to be performed or complied with by each of Company and Seller at or prior to the Closing shall have been performed in all material respectsDate; (iiic) the delivery Purchaser shall have received duly executed counterparts to each Transaction Document and such other documents and deliveries as contemplated by the Company of the items set forth in Section 2.3 of this Agreement4.2; (ivd) there shall have been no No Material Adverse Effect shall have occurred with respect to the Seller, Company since or the date hereofBusiness; and (ve) No Legal Proceeding shall be pending wherein an unfavorable Order would (a) prevent consummation of the Contemplated Transactions, (b) cause the Contemplated Transactions to be rescinded or divested following consummation or (c) have a Material Adverse Effect on the right of Purchaser to own the Membership Interests and to operate the Business, and no such Order shall be in effect. No Order or provision of any Legal Proceeding shall prohibit Company from the date hereof to consummating the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingbehalf.

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are is subject to the satisfaction or waiver by Purchaser of the following conditions being metfurther conditions: (i1) the accuracy representations and warranties of Seller set forth in (x) Sections 3.05 shall be true and correct in all respects of the Fundamental Representations of the Company as of the date of this Agreement and as of the Closing Date, with the same force and effect as if made as of the Closing Date (except for in each case, other than de minimis failures to be so true and correct and other than such Fundamental Representations that expressly speak representations and warranties as are made as of an earlier another date, which representations and warranties shall be true and correct only as of such specified date), and (2) all other representations and warranties of Seller (except as specifically identified in clause (1) of this paragraph) contained in this Agreement shall be true and correct at and as of the Closing Date, with the same force and effect as if made as of the Closing Date (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date) disregarding for these purposes any exception in such representations and (y) all material respects (or, warranties relating to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall such failures to be true and correct only as of such specified datewhich, individually or in the aggregate, do not result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with by Seller at or before the Closing shall have been complied with in all material respects. Purchaser shall have received a certificate from Seller signed by an executive officer thereof with respect to the matters described in this Section 2.02(a); (iib) all obligationsif required, covenants any waiting period (and agreements any extension thereof) under the HSR Act or any other relevant antitrust Law or foreign investment Law applicable to the purchase of the Company Acquired Companies and the Acquired Assets contemplated hereby shall have expired or shall have been terminated; (c) there shall not be any outstanding or issued Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; (d) the Stockholder Approval shall have been obtained; (e) since the date of the Agreement, there shall have not occurred any Material Adverse Effect; (f) since the date of the Agreement, there shall have not occurred any Insolvency Event; (g) since the date of the Agreement, BTMU Capital Corporation shall not have exercised, taken any action to enforce, or provided any written notice of its intent to exercise or enforce, any of its material rights or remedies under the BTMUCC Credit Facility, the BTMUCC Security Agreement or the other securitization documents related to a breach or default of such agreements by NC Holding or any of its Affiliates (except, with respect to notices of intent, as subsequently withdrawn or waived prior to the Closing without any enforcement action by BTMU Capital Corporation or with respect to which no enforcement action is taken by BTMU Capital Corporation prior to Closing); (h) a payoff letter in a form satisfactory to Seller and Purchaser, pursuant to which the Agent (as defined in the BTMUCC Credit Facility) have agreed to terminate the securitization documents under the BTMUCC Credit Facility and release any and all Encumbrances of BTMU Capital Corporation granted under any such securitization documents or otherwise, including all Encumbrances related to any Acquired NC Assets, promptly following the receipt of amounts set forth in such payoff letter (the “Payoff Letter”), shall have been executed by BTMU Capital Corporation and the other parties thereto; provided that, if the transactions contemplated by the Accord and Satisfaction Agreement (including the termination of the securitization documents under the BTMUCC Credit Facility and the release of any and all Encumbrances of BTMU Capital Corporation granted under any such securitization documents or otherwise, including all Encumbrances related to any Acquired NC Assets, promptly following the receipt of amounts set forth in the Accord and Satisfaction Agreement) are consummated in accordance with the terms of such agreement, then the Accord and Satisfaction Agreement will be deemed to be the Payoff Letter. (i) the Accord and Satisfaction Agreement shall not have been terminated or amended (without the prior written consent or Purchaser), and shall be in full force and effect, and each party to the Accord and Satisfaction Agreement shall have performed in all material respects and shall not have breached any of its material obligations required to be performed by it under the Accord and Satisfaction Agreement at or prior to the Closing Date which failure of performance or breach either cannot be cured, or if capable of being cured, shall not have been performed in all material respectscured prior to the termination of the Accord and Satisfaction Agreement; (iiij) the delivery by the Company an Employee Attrition Event has not occurred; and (k) Purchaser shall have received duly executed copies of the items closing deliveries set forth in Section 2.3 of this Agreement; (iv) there 2.01(b), and such documents shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading be in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingfull force and effect.

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are is subject to the satisfaction or waiver by Purchaser of the following conditions being metfurther conditions: (a) the representations and warranties of Seller contained in this Agreement (i) the accuracy that are qualified as to materiality or Material Adverse Effect shall be true and accurate in (x) all respects of the Fundamental Representations of the Company and (ii) that are not so qualified shall be true and accurate in all material respects, in each case at and as of the date of this Agreement Closing Date, with the same force and effect as if made as of the Closing Date (except for other than such Fundamental Representations that expressly speak representations and warranties as are made as of an earlier another date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, . The covenants and agreements of the Company required contained in this Agreement to be performed complied with by Seller at or prior to before the Closing shall have been performed complied with in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement; (iv) there . Purchaser shall have been no Material Adverse Effect received a certificate from Seller signed by an executive officer thereof with respect to the Company matters described in this Section 2.02(a); (b) any waiting period (and any extension thereof) under the HSR Act or any other relevant antitrust Law or foreign investment Law applicable to the purchase of the Acquired Companies and the Acquired Assets contemplated hereby shall have expired or shall have been terminated; (c) no Action shall be pending by any Governmental Authority against Purchaser or Seller seeking to restrain the Transactions; (d) there shall not be pending any Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; (e) since the date hereofBalance Sheet Date, except for matters set forth on Schedule 3.08, there shall not have occurred any change, effect, event, occurrence or state of facts that has had or could reasonably be expected to have a Material Adverse Effect; and (vf) from Purchaser shall have received duly executed copies of the date hereof to the Closing Dateclosing deliveries set forth in Sections 2.01(a) and 2.01(c), trading and such documents shall be in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingfull force and effect.

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are Contemplated Transactions is subject to the following conditions being met: (i) the accuracy in (x) all respects of the Fundamental Representations of the Company satisfaction, as of the date Closing, of each of the following conditions (any of which may be waived in writing by the Purchaser, in whole or in part): (a) all agreements and covenants required by this Agreement and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, covenants and agreements of the Company required to be complied with or performed by the Seller at or prior to the Closing shall have been complied with or performed in all material respects; (iiib) all representations and warranties of the Seller in this Agreement (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct, in all respects, as of the Closing or other time stated as if made at and as of that time and (ii) that are not so qualified shall be true and correct, in all material respects, as of the Closing or other time stated as if made at and as of that time; (c) the delivery by Purchaser Required Consents shall have been obtained or occurred, as applicable; (d) the Company [CONFIDENTIAL TREATMENT REQUESTED] shall have been satisfied; CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (e) no Order which prevents the consummation of any material aspect of the items Contemplated Transactions shall have been issued and remain in effect (each Party agreeing to use its commercially reasonable efforts to have any such Order lifted) and no Law shall have been enacted which prohibits the consummation of the Contemplated Transactions; (f) the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions set forth in Section 2.3 5.1(a) and (b) have been satisfied as of this Agreementthe Closing Date; (ivg) there the Seller Guarantee Agreement shall be in full force and effect and no material default or breach shall have been occurred thereunder; (h) the Mirror Confirm shall be in full force and effect and no Material Adverse Effect with respect to material default or breach by Seller shall have occurred thereunder; (i) the Company since the date hereofSupply Trade Agreements shall each be in full force and effect and no material default or breach by Seller shall have occurred thereunder; and (vj) from the date hereof Purchaser shall have received those documents to be delivered to the Closing Date, trading Purchaser in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingaccordance with Section 2.5(a).

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are Contemplated Transactions is subject to the following conditions being met: (i) the accuracy in (x) all respects of the Fundamental Representations of the Company satisfaction, as of the date Closing, of each of the following conditions (any of which may be waived in writing by the Purchaser, in whole or in part): (a) all agreements and covenants required by this Agreement and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, covenants and agreements of the Company required to be complied with or performed by the Seller at or prior to the Closing shall have been complied with or performed in all material respects; (iiib) all representations and warranties of the Seller in this Agreement (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct, in all respects, as of the Closing or other time stated as if made at and as of that time and (ii) that are not so qualified shall be true and correct, in all material respects, as of the Closing or other time stated as if made at and as of that time; (c) the delivery by Purchaser Required Consents shall have been obtained or occurred, as applicable; (d) the Company [CONFIDENTIAL TREATMENT REQUESTED] shall have been satisfied; (e) no Order which prevents the consummation of any material aspect of the items Contemplated Transactions shall have been issued and remain in effect (each Party agreeing to use its commercially reasonable efforts to have any such Order lifted) and no Law shall have been enacted which prohibits the consummation of the Contemplated Transactions; (f) the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions set forth in Section 2.3 5.1(a) and (b) have been satisfied as of this Agreementthe Closing Date; (ivg) there the Seller Guarantee Agreement shall be in full force and effect and no material default or breach shall have been occurred thereunder; (h) the Mirror Confirm shall be in full force and effect and no Material Adverse Effect with respect to material default or breach by Seller shall have occurred thereunder; (i) the Company since the date hereofSupply Trade Agreements shall each be in full force and effect and no material default or breach by Seller shall have occurred thereunder; and (vj) from the date hereof Purchaser shall have received those documents to be delivered to the Closing Date, trading Purchaser in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingaccordance with Section 2.5(a).

Purchaser Closing Conditions. The respective obligations following conditions shall exist at the time of Closing hereunder, and the Purchasers obligation of Purchaser to close hereunder in connection with the Closing are shall be expressly conditioned upon and subject to the following conditions being metsatisfaction (or written waiver by Purchaser, to the extent permitted by applicable Law) of each such condition: (i) the accuracy in (x) all respects 14.1.1 Each of the Fundamental Representations representations and warranties of Seller contained herein and in the Company Asset Purchase Agreement shall be true in all material respects as if made as of the date of Closing, and Seller shall have complied with and not be in material breach of any of the covenants of Seller hereunder or thereunder to the extent such covenants are by their terms to be performed on or before the Closing. Section 4.1 hereof. 14.1.2 Title to the entire Property shall be in the condition specified in 14.1.3 The conditions to Purchaser’s obligations to consummate the transactions contemplated by the Asset Purchase Agreement (other than the consummation of the transactions contemplated by this Agreement) shall have been satisfied before or substantially simultaneously with the Closing contemplated by this Agreement. 14.1.4 A new Collective Bargaining Agreement by and between Southern Region Workers United SEIU and Asset Purchaser shall have been executed or shall be executed simultaneously as part of the Closing contemplated by this Agreement and as such Collective Bargaining Agreement shall not require Asset Purchaser to assume or be responsible for any multiemployer pension plan withdrawal liabilities of Seller or its affiliates within the meaning of Title IV of the Closing Date (except for such Fundamental Representations that expressly speak Employee Retirement Income security Act of 1974, as of an earlier dateamended, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (oror any claims relating thereto, to under or in connection with the extent representations or warranties are qualified by materiality or Material Adverse EffectTextile Workers Pension Fund National Plan, in all respects) the Legacy Plan of the other representations National Retirement Fund, and warranties the Adjustable Plan of the Company contained herein as of National Retirement Fund resulting from the date of transactions contemplated by this Agreement and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties Asset Purchase Agreement. 14.1.5 The Bankruptcy Court Approval shall be true and correct only as of such specified date); (ii) all obligations, covenants and agreements of the Company required have been obtained or deemed to be performed at obtained and no order or prior to appeal preventing the Closing shall have been performed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingbe pending.

Purchaser Closing Conditions. The respective obligations obligation of the Purchasers hereunder in connection with Purchaser to consummate the Closing are is subject to satisfaction at or prior to Closing of the following conditions being met:precedent (collectively, the “Purchaser Closing Conditions”): 7.1.1 This Agreement shall be in full force and effect. 7.1.2 Seller shall have performed and complied with all of their respective covenants hereunder in all material respects. 7.1.3 No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction or arbitration or other legal restraint or prohibition shall be in effect, and there shall not be pending or threatened in writing any suit, action or proceeding by any Governmental Authority, preventing or seeking to prevent the transactions described in this Agreement (ian “Adverse Proceeding”), unless (in any of the foregoing cases) the accuracy in (x) all respects same shall have been dismissed, released or otherwise cured prior to Closing. 7.1.4 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the Fundamental Representations transactions contemplated by this Agreement. 7.1.5 All of the Company Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser at Closing. 7.1.6 The representations or warranties of any Seller in this Agreement shall be true and correct as of the date of this Agreement made and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties shall be true and correct only or as of such specified dateother date to which such representation or warranty expressly is made) and (y) in all material respects (orrespects. 7.1.7 The Title Insurer shall be irrevocably committed to issue the Title Policies to Purchaser and/or Purchaser’s new mortgage lender, subject to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) Purchaser’s payment of the other representations premium related thereto and warranties of customary documentation otherwise required to be executed by Purchaser by the Company contained herein Title Insurer. 7.1.8 The Manager shall have executed and delivered to Purchaser that certain Manager Estoppel Certificate, dated as of the date hereof. The Purchaser Closing Conditions are for the benefit of this Agreement Purchaser, and as Purchaser shall have the right to waive any of the Purchaser Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligations, covenants and agreements of the Company required to be performed Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the Closing shall have been performed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each caseforegoing, in the reasonable judgment of event a Purchaser Closing Condition is not satisfied at or prior to Closing and Purchaser nevertheless closes the transactions described in this Agreement, then Purchaser shall be deemed to have waived such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingPurchaser Closing Condition.

Purchaser Closing Conditions. The respective obligations of Notwithstanding anything to the Purchasers hereunder contrary in connection with this Agreement or otherwise, Purchaser’s obligation to consummate the Closing are transactions contemplated by this Agreement shall be subject to satisfaction of each of the following conditions being met(collectively, the “Purchaser Closing Conditions”); provided, however, that Purchaser shall have the unilateral right to waive any of the Purchaser Closing Conditions, in whole or in part, by written notice to Seller: (ia) the accuracy The representations and warranties of Seller set forth in this Agreement shall be, in all material respects, true and complete. (xb) Seller shall have performed all respects of the Fundamental Representations material obligations required to be performed by Seller under this Agreement, in all material respects, including Seller’s obligation to vacate the Property set forth in Section 3.4(a), and Seller’s obligations set forth above in Section 4.2. (c) Seller shall have delivered the final, executed NFR Letter from the IEPA to Purchaser in accordance with the applicable terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, if any of the Company as of the date of this Agreement and Purchaser Closing Conditions is not satisfied as of the Closing Date Date, then Purchaser may waive such condition(s) or shall notify Seller in writing of such failed Purchaser Closing Condition(s), and, except as to subsection (c) above, if Seller satisfies such failed Purchaser Closing Condition(s) within thirty (30) day period after its receipt of such notice, the Closing shall occur at the end of such thirty (30) day period, or such earlier date as mutually agreed to by the parties in writing. Unless waived by Purchaser, if such failed Purchaser Closing Condition(s) in this Section 4.6 is not satisfied by the end of such thirty (30) day period, Purchaser may elect to terminate this Agreement by notice in writing given to Seller within five (5) days after the expiration of said thirty (30) day period, in which case this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement except for such Fundamental Representations (i) those that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date survive a termination of this Agreement as provided herein, and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, which representations and warranties shall be true and correct only as of such specified date); (ii) all obligationsSeller shall return and/or cause to be returned to Purchaser the Exxxxxx Money. For the avoidance of doubt, covenants and agreements Purchaser’s obligations under this Agreement, including the payment of the Company required Purchase Price at Closing, shall not be subject to be performed at or prior to the Closing shall have been performed in all material respects; (iii) the delivery by the Company any financing contingency of the items set forth in Section 2.3 ability of this Agreement; (iv) there shall have been no Material Adverse Effect with respect Purchaser to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission obtain any other debt or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingequity funds.