Second Payment Date Conditions. The obligation of Purchaser to pay Seller the Second Payment Amount shall be conditioned upon the satisfaction (or waiver by Purchaser, in its sole discretion) of the following conditions (the “Second Payment Conditions Precedent”):
(a) each of the representations and warranties of Seller set forth in Article IV shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality, Material Adverse Effect or any similar qualification or exception, which shall be true and correct in all respects) on the Second Payment Date, in each case except to the extent that any such representation or warranty was expressly made only as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date in all material respects (except for such representations and warranties that are qualified by materiality, Material Adverse Effect or any similar qualification or exception, which shall be true and correct in all respects);
(b) Seller shall have performed or complied in all material respects with the covenants applicable to it that are required by this Agreement to be performed or complied with by Seller on or before the Second Payment Date;
(c) Purchaser shall receive a certificate dated as of the Second Payment Date and executed by a duly authorized signatory of Seller in substantially the form attached as Exhibit B;
(d) to the extent determined to be necessary by Purchaser, Purchaser shall receive satisfactory bring-down lien searches with respect to Seller; and
(e) no event of Bankruptcy shall have occurred with respect to Seller.
