Common use of Additional Conditions to Obligations Clause in Contracts

Additional Conditions to Obligations. of the Company at the Closing. ------------------------------------------------------------------ The obligations of the Company to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction or waiver at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of the Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or prior to the Closing Date; (c) the Company Stockholder Approval shall have been obtained; and (d) the Purchaser shall have delivered the following to the Company: (i) the purchase price payable for the Purchased Shares; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this ----------- --- Section 6.3; and ----------- (iii) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company at the Closing. ------------------------------------------------------------------ The obligations of the Company issue and sell the Unsubscribed Shares and to consummate the other transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction (or waiver by the Company) at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects at on and as of the date they were made, and shall be true and correct in all respects at and as of the Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, performed and complied in all material respects, all of its obligations contemplated herein respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Purchaser it on or prior to the Closing Date; (c) the Company Stockholder Approval shall have been obtained; and (dc) the Purchaser shall have delivered the following to the Company: (i) the purchase price payable for the Purchased Unsubscribed Shares; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this ----------- --- Section 6.37.3; and -----------and (iii) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company Purchaser at the Closing. ------------------------------------------------------------------ The obligations obligation of the Company Purchaser to purchase the Unsubscribed Shares and consummate the other transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction (or waiver by the Purchaser) at or prior to the Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained each of Blue Ridge and Big Boulder set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing as though made on and as of the Closing or in the case of representations and warranties made as of a specified date earlier than the Closing, shall have been true and correct in all material respects at on and as of the date they were made, and shall be true and correct in all respects at and as of the Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser each of Blue Ridge and Big Boulder shall have performed, performed and complied in all material respects, all of its obligations contemplated herein respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Purchaser it on or prior to the Closing Date; (c) from the Company Stockholder Approval date hereof through the Closing Date, there shall not have been obtained; andoccurred, and be continuing, a Material Adverse Effect; (d) the Purchaser trading of the Common Stock shall not have been suspended by the SEC or by any automated quotation system on which the Common Stock is quoted; (e) the Company shall have delivered the following certificates for the Unsubscribed Shares to the Company:Purchaser; and (if) each of Blue Ridge and Big Boulder shall have delivered to the purchase price payable for the Purchased Shares; (ii) Purchaser an officer's certificate certifying as to the Purchaser's its compliance with the conditions set forth in clauses (a) and (b) of this ----------- --- Section 6.3; and ----------- (iii) such other documents as may be required by this Agreement or reasonably requested by the Company7.2.