Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. The obligation of Purchaser to consummate the Closing is subject to satisfaction at or prior to Closing of the following conditions 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 (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 transactions contemplated by this Agreement. 7.1.5 All of the 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Condition.

Purchaser Closing Conditions. The obligation of the Purchaser to consummate the Closing Contemplated Transactions is subject to satisfaction the satisfaction, as of the 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 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; (b) all representations and warranties of the following conditions precedent Seller in this Agreement (collectivelyi) 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 Purchaser Required Consents shall have been obtained or occurred, as applicable; (d) the [CONFIDENTIAL TREATMENT REQUESTED] shall have been satisfied; (e) no Order which prevents the consummation of any material aspect of the 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 “Purchaser conditions set forth in Section 5.1(a) and (b) have been satisfied as of the Closing Conditions”):Date; 7.1.1 This (g) the Seller Guarantee Agreement shall be in full force and effect.effect and no material default or breach shall have occurred thereunder; 7.1.2 (h) the Mirror Confirm shall be in full force and effect and no material default or breach by Seller shall have performed and complied with all of its covenants hereunder in all material respects.occurred thereunder; 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 (i) the Supply Trade Agreements shall each be in effect, full force and there effect and no material default or breach by Seller 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 have occurred thereunder; and (an “Adverse Proceeding”), unless (in any of the foregoing casesj) the same Purchaser 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 transactions contemplated by this Agreement. 7.1.5 All of the Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow received those documents 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Conditionaccordance with Section 2.5(a).

Purchaser Closing Conditions. The obligation of Purchaser to consummate the Closing is subject to satisfaction at or prior to Closing of the following conditions 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 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, in each case only to the extent it prevents preventing or seeks seeking to prevent the transactions described in this Agreement (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 transactions contemplated by this Agreement. 7.1.5 All of the Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser upon at Closing. 7.1.6 The representations or warranties of any Seller in this Agreement shall be true and correct as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material respects. 7.1.7 Since The Title Insurer shall be irrevocably committed to issue the Effective DateTitle Policies to Purchaser and/or Purchaser’s new mortgage lender, 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 (10%) or more Purchaser’s payment of the total land area premium related thereto and customary documentation otherwise required to be executed by Purchaser by the Title Insurer. 7.1.8 The Manager shall have executed and delivered to Purchaser that certain Manager Estoppel Certificate, dated as of the Property or the permanent loss of access to the Propertydate hereof. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Condition.

Purchaser Closing Conditions. The following conditions shall exist at the time of Closing hereunder, and the obligation of Purchaser to consummate the Closing is close hereunder shall be expressly conditioned upon and subject to the satisfaction at (or prior written waiver by Purchaser, to Closing the extent permitted by applicable Law) of each such condition: 14.1.1 Each of the following conditions precedent (collectively, representations and warranties of Seller contained herein and in the “Purchaser Closing Conditions”): 7.1.1 This Asset Purchase Agreement shall be true in full force all material respects as if made as of the date of Closing, and effect. 7.1.2 Seller shall have performed and complied with all and not be in material breach of its any of the covenants of Seller hereunder in all material respectsor thereunder to the extent such covenants are by their terms to be performed on or before the Closing. 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 Section 4.1 hereof. 14.1.2 Title to the entire Property 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 the condition specified in 14.1.3 The conditions to the extent it prevents or seeks Purchaser’s obligations to prevent consummate the transactions described in this contemplated by the Asset Purchase Agreement (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 other than the consummation of the transactions contemplated by this Agreement. 7.1.5 All of the Seller Closing Deliveries ) shall have been delivered to Purchaser satisfied before or deposited substantially simultaneously with Escrow Agent in the Closing Escrow to be delivered to Purchaser upon Closingcontemplated by this Agreement. 7.1.6 The representations 14.1.4 A new Collective Bargaining Agreement by and between Southern Region Workers United SEIU and Asset Purchaser shall have been executed or warranties of Seller in this Agreement shall be true and correct executed simultaneously as of the date made and as part of the Closing Date (contemplated by this Agreement and 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 Employee Retirement Income security Act of 1974, as amended, or any claims relating thereto, under or in connection with the Textile Workers Pension Fund National Plan, the Legacy Plan of such other date to which such representation or warranty expressly is made) in all material respectsthe National Retirement Fund, and the Adjustable Plan of the National Retirement Fund resulting from the transactions contemplated by this Agreement and the Asset Purchase Agreement. 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. 14.1.5 The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser Bankruptcy Court Approval shall have been obtained or deemed to be obtained and no order or appeal preventing the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Conditionpending.

Purchaser Closing Conditions. The obligation of Purchaser to consummate the Closing is subject to the satisfaction at or prior to Closing waiver by Purchaser of the following conditions precedent further conditions: (collectivelya) the representations and warranties of Seller contained in this Agreement (i) that are qualified as to materiality or Material Adverse Effect shall be true and accurate in all respects and (ii) that are not so qualified shall be true and accurate in all material respects, in each case 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). 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 Closing Conditions”):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); 7.1.1 This Agreement (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 Balance 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 (f) Purchaser shall have received duly executed copies of the closing deliveries set forth in Sections 2.01(a) and 2.01(c), and such documents 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 (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 transactions contemplated by this Agreement. 7.1.5 All of the 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Condition.

Purchaser Closing Conditions. The Notwithstanding anything to the contrary in this Agreement or otherwise, Purchaser’s obligation of Purchaser to consummate the Closing is transactions contemplated by this Agreement shall be subject to satisfaction at or prior to Closing of each of the following conditions 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); provided, orderhowever, 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 (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 transactions contemplated by this Agreement. 7.1.5 All of the 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the unilateral right to waive any of the Purchaser Closing Conditions at Conditions, in whole or prior in part, by written notice to Closing; providedSeller: (a) The representations and warranties of Seller set forth in this Agreement shall be, howeverin all material respects, that any such waiver true and complete. (b) Seller shall have performed all of the material obligations required to be made performed by Seller under this Agreement, in a writing 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 by PurchaserNFR Letter from the IEPA to Purchaser in accordance with the applicable terms and conditions of this Agreement. Notwithstanding anything to the foregoing, in the event a Purchaser Closing Condition is not satisfied at or prior to Closing and Purchaser nevertheless closes the transactions described contrary in this Agreement, if any of the Purchaser Closing Conditions is not satisfied as of the Closing 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 deemed null and void and neither party shall have any further rights or obligations under this Agreement except (i) those that expressly survive a termination of this Agreement as provided herein, and (ii) Seller shall return and/or cause to have waived such be returned to Purchaser Closing Conditionthe Exxxxxx Money. For the avoidance of doubt, Purchaser’s obligations under this Agreement, including the payment of the Purchase Price at Closing, shall not be subject to any financing contingency of the ability of Purchaser to obtain any other debt or equity funds.

Purchaser Closing Conditions. The From the date hereof to the earlier of the Closing Date or the termination of this Agreement, the obligation of Purchaser to consummate effect the Closing is shall be subject to satisfaction at the following conditions, any one or prior to Closing more of which may be waived in writing by Purchaser: (a) Each of the following conditions precedent (collectively, the “Purchaser Closing Conditions”): 7.1.1 This representations and warranties of Company and Seller set forth in this Agreement or in any other document delivered pursuant hereto shall be in full force true and effect. 7.1.2 Seller shall have performed and complied with all of its covenants hereunder correct 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 at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent it prevents or seeks such representations and warranties specifically related to prevent the transactions described an earlier date, in this Agreement (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 transactions contemplated by this Agreement. 7.1.5 All of the 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 which case such representations or and warranties of Seller in this Agreement shall be true and correct as of the date made such earlier date); (b) each of Company and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) Seller shall have performed and complied in all material respects. 7.1.7 Since the Effective Daterespects with all agreements, the Property has not been materially damagedcovenants, obligations and neither the Property nor any material portion thereof has become the subject conditions required by this Agreement to be performed or complied with by each 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 Company and a “material portion” means a taking by eminent domain or condemnation of ten percent (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions Seller at or prior to Closingthe Closing Date; (c) Purchaser shall have received duly executed counterparts to each Transaction Document and such other documents and deliveries as contemplated by Section 4.2; (d) No Material Adverse Effect shall have occurred with respect to the Seller, Company or the Business; provided, however, that any such waiver and (e) No Legal Proceeding shall be made in 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 writing executed by Purchaser. Notwithstanding Material Adverse Effect on the foregoingright of Purchaser to own the Membership Interests and to operate the Business, in the 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 no such Order shall be deemed to have waived such Purchaser in effect. No Order or provision of any Legal Proceeding shall prohibit Company from consummating the Closing Conditionon its behalf.

Purchaser Closing Conditions. The obligation Completion of Purchaser to consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent for the benefit of Purchaser, each of which may be waived by Purchaser in its sole discretion: (collectivelya) 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 “Purchaser Closing Conditions”): 7.1.1 This Agreement shall be in full Date with the same force and effect. 7.1.2 Seller shall effect as though those representations and warranties had been made on the Closing Date. Vendors will have performed and complied with all of its covenants hereunder and agreements to be performed or caused to be performed by it under this Agreement, and in all material respectsany other agreement or document delivered pursuant to this Agreement, on or before the Closing Date. 7.1.3 No judgment(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 (as defined herein) occurring on or before July 2, order2024 (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 in form and substance satisfactory to Purchaser: (i) the Performance Payment Agreement duly executed by Vendors; (ii) an assignment agreement in form and substance satisfactory to Purchaser (the “IP Assignment”) duly executed by Vendors, decreetransferring all of Vendors’ right, statutetitle and interest in and to any copyright registrations, 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 effectdomain name registrations, 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 Purchased IP (as defined herein) listed and described in this Agreement (an Schedule “Adverse ProceedingB”), unless (in and all tangible embodiments of any of the foregoing casesforegoing; (iii) all deeds, conveyances, assurances, transfers and assignments and any other instruments necessary or reasonably required to transfer the same shall have been dismissedPurchased Assets to Purchaser with a good title, released or otherwise cured prior free and clear of all Encumbrances; and (iv) all documentation and other evidence reasonably requested by Xxxxxxxxx in order to Closing. 7.1.4 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent establish the consummation due authorization and completion of the transactions contemplated by this Agreement. 7.1.5 All , including the taking of all corporate proceedings by the Seller Closing Deliveries shall have been delivered board of directors and the shareholders (if required by applicable laws) of Vendors required to Purchaser or deposited with Escrow Agent in effectively carry out the Closing Escrow obligations of Vendors pursuant 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 and to have waived such Purchaser Closing Conditionprovide certified copies of the same.

Purchaser Closing Conditions. The obligation of the Purchaser to consummate the Closing Contemplated Transactions is subject to satisfaction the satisfaction, as of the 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 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; (b) all representations and warranties of the following conditions precedent Seller in this Agreement (collectivelyi) 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 Purchaser Required Consents shall have been obtained or occurred, as applicable; (d) the [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 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 “Purchaser conditions set forth in Section 5.1(a) and (b) have been satisfied as of the Closing Conditions”):Date; 7.1.1 This (g) the Seller Guarantee Agreement shall be in full force and effect.effect and no material default or breach shall have occurred thereunder; 7.1.2 (h) the Mirror Confirm shall be in full force and effect and no material default or breach by Seller shall have performed and complied with all of its covenants hereunder in all material respects.occurred thereunder; 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 (i) the Supply Trade Agreements shall each be in effect, full force and there effect and no material default or breach by Seller 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 have occurred thereunder; and (an “Adverse Proceeding”), unless (in any of the foregoing casesj) the same Purchaser 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 transactions contemplated by this Agreement. 7.1.5 All of the Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow received those documents 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Conditionaccordance with Section 2.5(a).

Purchaser Closing Conditions. The obligation of Purchaser to consummate the Closing is subject to the satisfaction or waiver by Purchaser of the following further conditions: (1) the representations and warranties of Seller set forth in Sections 3.05 shall be true and correct in all respects 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 (in each case, other than de minimis failures to be so true and correct and other than such representations and warranties as are made as of another date, which shall be true and correct as of such 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 warranties relating to materiality or Material Adverse Effect, except for such failures to be true and correct which, 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); (b) if required, 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) 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 cured prior to the termination of the following conditions precedent Accord and Satisfaction Agreement; (collectivelyj) an Employee Attrition Event has not occurred; and (k) Purchaser shall have received duly executed copies of the closing deliveries set forth in Section 2.01(b), the “Purchaser Closing Conditions”): 7.1.1 This Agreement and such documents 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 (an “Adverse Proceeding”), unless (in any of the foregoing cases) the 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 transactions contemplated by this Agreement. 7.1.5 All of the 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 made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made) in all material 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 (10%) or more of the total land area of the Property or the permanent loss of access to the Property. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in a writing executed by Purchaser. Notwithstanding the foregoing, in the 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 Closing Condition.