Common use of Seller’s Closing Conditions Clause in Contracts

Seller’s Closing Conditions. The obligation of the Sellers to complete the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of all of the following conditions, any of which may be waived in writing by the Sellers: (a) The representations and warranties made by the Buyer in this Agreement shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. (c) Each document required to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers. (d) There shall not be at the Closing any Order of any Governmental Entity, or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to any substantial penalty upon the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or the consummation of the transactions contemplated by this Agreement. (e) All necessary approvals from the Buyer’s Board of Directors shall have been obtained, including resolutions approving the purchase of the Sale Shares from the Sellers and consummation of all transactions contemplated by this Agreement.

Seller’s Closing Conditions. The obligation obligations of the Sellers Seller to complete consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction (or to the extent permitted by applicable Laws, waiver by Seller), at or before prior to the Closing, of all each of the following conditions, any of which may be waived in writing by the Sellers: (a) The representations Buyer Required Governmental Authorizations will have been obtained and warranties made will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (b) Buyer and, as applicable, its Affiliates will have performed and complied in all material respects with each of the covenants required by the Buyer in this Agreement shall to be performed or complied with by Buyer or its Affiliates, as applicable, on or prior to the Closing Date. (i) The Fundamental Representations and Warranties contained in Article 4 will be true and correct in all respects as of the Execution Date and the Closing Date as if remade thereon (except in each case to the date hereofextent such representations and warranties speak to an earlier date, in which case as of such earlier date) and must (ii) all other representations and warranties in Article 4 (A) (x) that include any materiality or Buyer Material Adverse Effect qualifiers will be accurate true and correct in all respects as of the Execution Date and (y) that do not include any materiality or Buyer Material Adverse Effect qualifiers will be true and correct in all material respects as of the Execution Date (except in case of each of clauses (x) and (y) to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date); and (B) without regard to any materiality or Buyer Material Adverse Effect qualifiers therein, will be true and correct in all respects as of the Closing Date as if made again on and as of remade thereon (except in each case to the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout extent such representations and warranties speak to an earlier date, in which case as of such earlier date) except to the extent that any the failure of such representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have does not, individually or in the aggregate aggregate, constitute a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. (c) Each document required to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers... (d) There shall will not be at the Closing any Order of action or proceeding before any Governmental Entity, or any Legal Requirement, that (a) prohibits Authority with respect to which an unfavorable Order would prohibit the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to any substantial penalty upon declare the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, unlawful or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or require the consummation of the transactions contemplated by this Agreementto be rescinded. (e) All necessary approvals from There shall not have occurred and be continuing between the Buyer’s Board of Directors Execution Date and the Closing Date any Buyer Material Adverse Effect. (f) Buyer shall have been obtaineddelivered, including resolutions approving the purchase or caused to be delivered, each of the Sale Shares from items set forth in Section 7.3. (g) The closing of the Sellers and consummation of all transactions contemplated by this Agreementthe OMO MIPSA and OSDO MIPSA shall occur simultaneously with Closing; provided, however, the closing of the OMO MIPSA shall not be a closing condition of Seller if the transactions contemplated by the OMO MIPSA do not close as a result of a breach of the Seller of any of its covenants, representations or warranties set forth in the OMO MIPSA.

Seller’s Closing Conditions. The obligation obligations of the Sellers Seller to complete consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction (or to the extent permitted by applicable Laws, waiver by Seller), at or before prior to the Closing, of all each of the following conditions, any of which may be waived in writing by the Sellers: (a) The representations Buyer Required Governmental Authorizations will have been obtained and warranties made will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (b) Buyer and, as applicable, its Affiliates will have performed and complied in all material respects with each of the covenants required by the Buyer in this Agreement shall to be performed or complied with by Buyer or its Affiliates, as applicable, on or prior to the Closing Date. (i) The Fundamental Representations and Warranties contained in Article 4 will be true and correct in all respects as of the Execution Date and the Closing Date as if remade thereon (except in each case to the date hereofextent such representations and warranties speak to an earlier date, in which case as of such earlier date) and must (ii) all other representations and warranties in Article 4 (A) (x) that include any materiality or Buyer Material Adverse Effect qualifiers will be accurate true and correct in all respects as of the Execution Date and (y) that do not include any materiality or Buyer Material Adverse Effect qualifiers will be true and correct in all material respects as of the Execution Date (except in case of each of clauses (x) and (y) to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date); and (B) without regard to any materiality or Buyer Material Adverse Effect qualifiers therein, will be true and correct in all respects as of the Closing Date as if made again on and as of remade thereon (except in each case to the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout extent such representations and warranties speak to an earlier date, in which case as of such earlier date) except to the extent that any the failure of such representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have does not, individually or in the aggregate aggregate, constitute a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. (c) Each document required to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers... (d) There shall will not be at the Closing any Order of action or proceeding before any Governmental Entity, or any Legal Requirement, that (a) prohibits Authority with respect to which an unfavorable Order would prohibit the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to any substantial penalty upon declare the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, unlawful or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or require the consummation of the transactions contemplated by this Agreementto be rescinded. (e) All necessary approvals from There shall not have occurred and be continuing between the Buyer’s Board of Directors Execution Date and the Closing Date any Buyer Material Adverse Effect. (f) Buyer shall have been obtaineddelivered, including resolutions approving the purchase or caused to be delivered, each of the Sale Shares from items set forth in Section 7.3. (g) The closing of the Sellers and consummation of all transactions contemplated by the ODO MIPSA and OSDO MIPSA shall occur simultaneously with Closing; provided, however, this Agreementparagraph shall not be a closing condition of Seller if the transactions contemplated by the ODO MIPSA and OSDO MIPSA do not close as a result of a breach of the Seller of any of its covenants, representations or warranties set forth in the ODO MIPSA or OSDO MIPSA, as applicable.

Seller’s Closing Conditions. The obligation obligations of Seller under this --------------------------- Agreement are subject, at the Sellers to complete the transactions contemplated by this Agreement is subject option of Seller, to the fulfillment, satisfaction at or before prior to the Closing, of all Closing of the following conditions, any of which may be waived in writing by the Sellers: (a) The All representations and warranties made by the of Buyer contained in this Agreement shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on in all material respects at and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout if such representations and warranties except that any representations were made at and warranties that are made as of a specified date the Closing, and Buyer shall be true have performed and correct as of such specified date satisfied all covenants, obligations and except where the failure agreements required by this Agreement to be so true performed and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the satisfied by Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date Closing; (b) Seller shall have been received a certificate dated as of the Closing, executed by a duly performed authorized officer of Buyer, to the effect that to such officer's knowledge the statements made under Article V above are true at and complied with in all material respects by as of the Buyer.Closing; (c) Each document required Except for approvals covered by Section 18.1 hereof, all necessary consents of and filings with the Federal Trade Commission and any other state or federal governmental authority or agency relating to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers. (d) There shall not be at the Closing any Order of any Governmental Entity, or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to any substantial penalty upon the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or the consummation of the transactions contemplated by this Agreement. (e) All necessary approvals from the Buyer’s Board of Directors shall have been obtained, including resolutions approving accomplished or waived, and the purchase applicable waiting periods prescribed in connection with the Xxxx-Xxxxx-Xxxxxx Act shall have elapsed or terminated (by early termination or otherwise) since the dates of the Sale Shares from filings by the Sellers and parties with respect thereto; and (d) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of all transactions contemplated by this Agreement.

Seller’s Closing Conditions. The obligation Without limiting any of the Sellers rights of Seller elsewhere provided for in this Agreement, Seller’s obligation to complete close with respect to conveyance of the transactions contemplated by Property under this Agreement is shall be subject to and conditioned upon the fulfillment, at or before the Closing, fulfillment of each and all of the following conditionsconditions precedent (collectively, any of which may be waived in writing by the Sellers:“Seller’s Closing Conditions”): (a) The representations All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; (b) Each of the representations, warranties made by the Buyer in this Agreement and covenants of Purchaser contained herein shall be true true, accurate and correct as to the date hereof, and must be accurate complete in all material respects as of the Closing Date as if made again on and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition.Date; (bc) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date Purchaser shall have been duly complied with, fulfilled and performed and complied with in all material respects by each of the Buyer. (c) Each document required covenants, terms and conditions to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewithcomplied with, in form and substance reasonably satisfactory to the Sellers.fulfilled or performed by Purchaser hereunder; (d) There shall not be at any litigation pending or, to the Closing any Order knowledge of either Purchaser or Seller, threatened (in writing) which, if determined adversely, would restrain the consummation of any Governmental Entity, or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to declare illegal, invalid or nonbinding any substantial penalty upon the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, covenants or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase obligations of the Sale Shares or the consummation of the transactions contemplated by this Agreement.Purchaser; (e) All necessary approvals from the Buyer’s Board of Directors Purchaser shall not be a debtor in any bankruptcy proceeding nor shall have been obtained, including resolutions approving in the purchase of the Sale Shares from the Sellers and consummation of all transactions contemplated by this Agreement.last 6 months a debtor in any bankruptcy proceeding; and

Seller’s Closing Conditions. The obligation of Seller to consummate the Sellers to complete the transactions contemplated by this Agreement Closing Transactions is subject to the fulfillmentsatisfaction (or waiver by Seller, at or before the Closing, of all in writing) of the following conditions, any conditions as of which may be waived in writing by the SellersClosing Date: (a) The representations and warranties made by the Buyer set forth in this Agreement shall Article V (which will be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on and as of the Closing Date as though the Closing Date had been substituted interpreted for the date purposes of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have in the aggregate a Material Adverse Effect (Section 7.2(a) without giving effect to any limitation qualification based on knowledge or materiality) will be true and correct in all material respects at and as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after of the date hereof). For purposes time of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition.Closing as though then made; (b) All Buyer will have performed and complied with all of the covenants and obligations that the Buyer is agreements required to perform or to comply with pursuant to this Agreement be performed by Buyer under the Transaction Documents at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer.Closing; (c) Each document required to No action or proceeding before any Governmental Entity will be executed and delivered pursuant to Section 2.5 shall have been executed and delivered pending or threatened against Buyer wherein an unfavorable judgment, decree, injunction or order could prevent the consummation of the Closing Transactions, result in accordance therewith, in form and substance reasonably satisfactory to the Sellers.Closing Transactions being declared unlawful or rescinded; (d) There shall not All proceedings to be at the Closing any Order of any Governmental Entity, or any Legal Requirement, that (a) prohibits taken by Buyer in connection with the consummation of the Closing Transactions and the other transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to be delivered to Seller to effect the transactions contemplated by this Agreement will be reasonably satisfactory in form and substance to Seller; and (e) On or (b) subjects prior to the Sellers Closing Date, Buyer will have delivered to any substantial penalty upon the consummation Seller all of the transactions contemplated by this Agreement. There shall be no action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase following (dated as of the Sale Shares Closing Date, except as otherwise indicated): (i) the Assignment and Assumption Agreement executed by Buyer; (ii) the Noncompetition Agreements executed by Buyer; and (iii) such other documents or the consummation of instruments as Seller reasonably requests and are reasonably necessary to effect the transactions contemplated by this Agreement. (e) All necessary approvals from the Buyer’s Board of Directors shall have been obtained, including resolutions approving the purchase of the Sale Shares from the Sellers and consummation of all transactions contemplated by this Agreement.

Seller’s Closing Conditions. The obligation obligations of the Sellers Seller to complete consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction (or to the extent permitted by applicable Laws, waiver by Seller), at or before prior to the Closing, of all each of the following conditions, any of which may be waived in writing by the Sellers: (a) The representations Buyer Required Governmental Authorizations will have been obtained and warranties made will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (b) Buyer and, as applicable, its Affiliates will have performed and complied in all material respects with each of the covenants required by the Buyer in this Agreement shall to be performed or complied with by Buyer or its Affiliates, as applicable, on or prior to the Closing Date. (i) The Fundamental Representations and Warranties contained in Article 4 will be true and correct in all respects as of the Execution Date and the Closing Date as if remade thereon (except in each case to the date hereofextent such representations and warranties speak to an earlier date, in which case as of such earlier date) and must (ii) all other representations and warranties in Article 4 (A) (x) that include any materiality or Buyer Material Adverse Effect qualifiers will be accurate true and correct in all respects as of the Execution Date and (y) that do not include any materiality or Buyer Material Adverse Effect qualifiers will be true and correct in all material respects as of the Execution Date (except in case of each of clauses (x) and (y) to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date); and (B) without regard to any materiality or Buyer Material Adverse Effect qualifiers therein, will be true and correct in all respects as of the Closing Date as if made again on and as of remade thereon (except in each case to the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout extent such representations and warranties speak to an earlier date, in which case as of such earlier date) except to the extent that any the failure of such representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have does not, individually or in the aggregate aggregate, constitute a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. (c) Each document required to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers... (d) There shall will not be at the Closing any Order of action or proceeding before any Governmental Entity, or any Legal Requirement, that (a) prohibits Authority with respect to which an unfavorable Order would prohibit the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to any substantial penalty upon declare the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, unlawful or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or require the consummation of the transactions contemplated by this Agreementto be rescinded. (e) All necessary approvals from There shall not have occurred and be continuing between the Buyer’s Board of Directors Execution Date and the Closing Date any Buyer Material Adverse Effect. (f) Buyer shall have been obtaineddelivered, including resolutions approving the purchase or caused to be delivered, each of the Sale Shares from items set forth in Section 7.3. (g) The closing of the Sellers and consummation of all transactions contemplated by this Agreementthe OMO MIPSA and ODO MIPSA shall occur simultaneously with Closing; provided, however, the closing of the OMO MIPSA shall not be a closing condition of Seller if the transactions contemplated by the OMO MIPSA do not close as a result of a breach of the Seller of any of its covenants, representations or warranties set forth in the OMO MIPSA.

Seller’s Closing Conditions. The obligation obligations of the Sellers to complete the transactions contemplated by under this Agreement is subject are subject, at the option of Sellers, to the fulfillment, satisfaction at or before prior to the Closing, of all Closing of the following conditions, any of which may be waived in writing by the Sellers: (a) The All representations and warranties made by the of Buyer contained in this Agreement shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on in all material respects at and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout if such representations and warranties except that any representations were made at and warranties that are made as of a specified date the Closing, and Buyer shall be true have performed and correct as of such specified date and except where the failure satisfied all agreements required by this Agreement to be so true performed and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the satisfied by Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date Closing; (b) Sellers shall have been received a certificate dated as of the Closing, executed by a duly performed authorized officer of Buyer, to the effect that to such officer's knowledge the statements made under Article V above are true at and complied with in all material respects by as of the Buyer.Closing; (c) Each document required Buyer's obtaining of all necessary consents of all state or federal governmental authorities or agencies relating to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers. (d) There shall not be at the Closing any Order of any Governmental Entity, or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or receipt of a waiver thereof, (bd) subjects As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Sellers) shall be pending or threatened before any court or governmental agency seeking to restrain Sellers to any substantial penalty upon or prohibit the Closing or seeking damages against Sellers as a result of the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or the consummation of the transactions contemplated by this Agreement.; and (e) All necessary approvals from the Buyer’s Board of Directors Sellers shall have been obtained, including resolutions approving the purchase received an opinion or opinions dated as of the Sale Shares Closing Date from Buyer's counsel with respect to certain of the Sellers matters represented in Sections 5.1(a), 5.1(b), 5.1(c) and consummation 5.1(d), substantially in the form attached hereto as Part One of all transactions contemplated by this Agreement.Exhibit "H". Such

Seller’s Closing Conditions. The Seller’s obligation of the Sellers to complete consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the fulfillment, at or before the Closing, of all satisfaction of the following conditions, any of which may be waived in writing by the Sellers: (ai) The the representations and warranties made by the Buyer set forth in this Agreement Section 4 above shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on in all material respects at and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part Date; (ii) of such definition. (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with all of its covenants hereunder in all material respects by through the Buyer.Closing including the delivery at Closing of all items specified in Section 2(h)(ii); (ciii) Each document required to be executed and delivered pursuant to Section 2.5 Buyer shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to Sellers a certificate to the Sellers.effect that each of the conditions specified above in Sections 7(b)(i) and (ii) is satisfied in all respects; (div) There no action, suit, or proceeding shall not be at the Closing pending before any Order court or quasi-judicial or administrative agency of any Governmental Entityfederal, state, local or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or (bB) subjects the Sellers to cause any substantial penalty upon the consummation of the transactions contemplated by this Agreement. There Agreement to be rescinded following consummation; (v) Seller shall be no actionhave received the third party consents specified in items 1 through 9, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase 11 Section 3(c) of the Sale Shares or the consummation of the transactions contemplated by this Agreement.Disclosure Schedules; and (evi) All necessary approvals Seller, Royal Xxxxxxx, PXG Canada and all other subsidiaries shall have received satisfactory evidence of their release from the Supplier L/C Reimbursement Obligations and that such amount is not, and shall not be, blocked from its availability under Seller’s line of credit with Seller’s lender. Seller may waive any condition specified in this Section 7(b) if it executes a writing irrevocably stating so at or prior to the Closing and promptly delivers such waiver to Buyer’s Board of Directors shall have been obtained, including resolutions approving the purchase of the Sale Shares from the Sellers and consummation of all transactions contemplated by this Agreement.

Seller’s Closing Conditions. The obligation of the Sellers Seller to complete consummate the transactions contemplated by this Agreement is subject to the fulfillment, at satisfaction (or before the Closing, of all waiver by Seller) of the following conditions, any conditions as of which may be waived in writing by the Sellerstime of the Closing: (a) The representations and warranties made by the Buyer set forth in this Agreement shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall ARTICLE III will be true and correct as of such specified the time of the Closing as though then made (or on the date and when made in the case of any representation or warranty which specifically relates to an earlier date), in each case, except where to the extent the failure of such representations and warranties to be so true and correct as of such dates, individually or in the aggregate, would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition.; (b) All Buyer will have performed and complied in all material respects with all of the covenants and obligations that the Buyer is agreements required to perform or to comply with pursuant to be performed by Buyer hereunder and under any of the documents and agreements required by the transactions contemplated by this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer.Closing; (c) Each document required to There will be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewithno action or proceeding before any governmental entity pending or threatened wherein an unfavorable judgment, in form and substance reasonably satisfactory to the Sellers. (d) There shall not be at the Closing any Order of any Governmental Entitydecree, injunction or any Legal Requirement, that (a) prohibits order would prevent the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to result in any substantial penalty upon the consummation of the transactions transaction contemplated by this Agreement. There shall Agreement being declared unlawful or rescinded, and no such judgment, decree, injunction or order will be no actionin effect; (d) On or prior to the Closing Date, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks Buyer will have delivered to prohibit the purchase Seller all of the Sale Shares or the consummation of the transactions contemplated by this Agreement.documents and other items set forth in Section 1.6; and (e) All necessary approvals from On or prior to the Buyer’s Board of Directors shall Closing Date, Buyer will have been obtained, including resolutions approving the purchase delivered to Seller all of the Sale Shares from following (dated as of the Sellers Closing Date, except as otherwise indicated): (i) A certificate, dated not earlier than the fifth (5th) business day prior to the Closing Date, of the Secretary of State of the State of Washington stating that Buyer is in good standing; and (ii) A certificate of Buyer certifying that each of the conditions set forth in this Section 5.2 has been and consummation is satisfied as of all transactions contemplated by this Agreementthe time of the Closing.

Seller’s Closing Conditions. The obligation of the Sellers Seller to complete consummate the transactions contemplated by this Agreement is subject to the fulfillment, at satisfaction (or before the Closing, of all waiver by Seller) of the following conditions, any conditions as of which may be waived in writing by the Sellers: time of the Closing: (a) The representations and warranties made by the Buyer set forth in this Agreement shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall ARTICLE III will be true and correct as of such specified the time of the Closing as though then made (or on the date and when made in the case of any representation or warranty which specifically relates to an earlier date), in each case, except where to the extent the failure of such representations and warranties to be so true and correct as of such dates, individually or in the aggregate, would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. ; (b) All Buyer will have performed and complied in all material respects with all of the covenants and obligations that the Buyer is agreements required to perform or to comply with pursuant to be performed by Buyer hereunder and under any of the documents and agreements required by the transactions contemplated by this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. Closing; (c) Each document required to There will be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewithno action or proceeding before any governmental entity pending or threatened wherein an unfavorable judgment, in form and substance reasonably satisfactory to the Sellers. (d) There shall not be at the Closing any Order of any Governmental Entitydecree, injunction or any Legal Requirement, that (a) prohibits order would prevent the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to result in any substantial penalty upon the consummation of the transactions transaction contemplated by this Agreement. There shall Agreement being declared unlawful or rescinded, and no such judgment, decree, injunction or order will be no actionin effect; (d) On or prior to the Closing Date, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks Buyer will have delivered to prohibit the purchase Seller all of the Sale Shares or the consummation of the transactions contemplated by this Agreement. documents and other items set forth in Section 1.6; and (e) All necessary approvals from On or prior to the Buyer’s Board of Directors shall Closing Date, Buyer will have been obtained, including resolutions approving the purchase delivered to Seller all of the Sale Shares from following (dated as of the Sellers Closing Date, except as otherwise indicated): (i) A certificate, dated not earlier than the fifth (5th) business day prior to the Closing Date, of the Secretary of State of the State of Washington stating that Buyer is in good standing; and consummation (ii) A certificate of all transactions contemplated by Buyer certifying that each of the conditions set forth in this Agreement.Section 5.2 has been and is satisfied as of the time of the Closing. ARTICLE VI

Seller’s Closing Conditions. The obligation obligations of the Sellers to complete the transactions contemplated by Seller under this Agreement is subject are subject, at the option of Seller, to the fulfillment, satisfaction at or before prior to the Closing, of all Closing of the following conditions, any of which may be waived in writing by the Sellers: (a) The All representations and warranties made by the of Buyer contained in this Agreement shall be true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on in all material respects at and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout if such representations and warranties except that any representations were made at and warranties that are made as of a specified date the Closing, and Buyer shall be true have performed and correct as of such specified date satisfied all covenants, obligations and except where the failure agreements required by this Agreement to be so true performed and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the satisfied by Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date Closing; (b) Seller shall have been received a certificate dated as of the Closing, executed by a duly performed authorized officer of Xxxxx, to the effect that to such officer's knowledge the statements made under Article V above are true at and complied with in all material respects by as of the Buyer.Closing; (c) Each document required Except for approvals covered by Section 18.1 hereof, all necessary consents of and filings with the Federal Trade Commission and any other state or federal governmental authority or agency relating to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers. (d) There shall not be at the Closing any Order of any Governmental Entity, or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or (b) subjects the Sellers to any substantial penalty upon the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or the consummation of the transactions contemplated by this Agreement. (e) All necessary approvals from the Buyer’s Board of Directors shall have been obtained, including resolutions approving accomplished or waived, and the purchase applicable waiting periods prescribed in connection with the Xxxx-Xxxxx-Xxxxxx Act shall have elapsed or terminated (by early termination or otherwise) since the dates of the Sale Shares from filings by the Sellers and parties with respect thereto; and (d) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of all transactions contemplated by this Agreement.

Seller’s Closing Conditions. The obligation of the Sellers Seller shall only be obligated to complete the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of close as provided in Clause 3.3 if all of the following conditions, any of which may be waived in writing by the SellersClosing Conditions have been met: 3.2.1 (ai) The representations and warranties made by All of the Buyer Statements of Purchaser contained in this Agreement shall be are true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on and as of the Closing Date as though if made on and as of the Closing Date had been substituted (except for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made speak specifically as of a specified the date hereof or as of another date, which shall be true and correct as of such specified date date), and except where (ii) Purchaser shall have performed or complied or delivered, as the failure case may be, all covenants, agreements, conditions or documents required by this Agreement to be so true and correct would not have performed, complied with or delivered by Purchaser prior to or on the Closing, except, in the aggregate a Material Adverse Effect each case of clause (without giving effect to any limitation as to “materiality” i) or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition.the foregoing, which has not caused or would not reasonably be expected to cause a Material Adverse Change; (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. (c) Each document required to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Sellers. (d) There 3.2.2 there shall not be at the Closing instituted and pending or threatened any Order of action before any Governmental Entity, governmental entity to restrain or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by prohibit this Agreement or (b) subjects the Sellers to any substantial penalty upon the consummation of the transactions contemplated by this Agreement. There shall be no action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Sale Shares or the consummation of the transactions contemplated hereby; and no preliminary or permanent injunction or other order issued by this Agreement.any court of competent jurisdiction preventing consummation of the sale of the Share to Purchaser shall be in effect; 3.2.3 Pinnacle, Inc. and the Purchaser (eor any party as designated by the Purchaser) All necessary approvals from have entered into the Buyer’s Board of Directors Asset Purchase and Sale Agreement and the transactions contemplated thereby shall have been obtainedconsummated concurrently with Closing hereunder; 3.2.4 the IP Cross License Agreement, including resolutions approving the purchase of OEM Agreement and the Sale Shares from Transitional Services Agreement have been duly executed by the Sellers and consummation of all transactions contemplated by this Agreementrespective parties concurrently with the Closing; and 3.2.5 the Closing condition contained in Clause 3.1.6 has been fulfilled.