Common use of Conditions of the Obligations of the Underwriters Clause in Contracts

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Notes as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and or the Optional Option Securities to be purchased on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares as provided herein on the First Closing Date and or the Optional Securities to be purchased Option Shares as provided herein on each Optional any Additional Closing Date will Date, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date, if any, as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Shares on the First Closing Date and or any Option Shares on the Optional Securities to be purchased on each Optional Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of each Representation Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Units on the First Closing Date and or any Option Units on the Optional Securities to be purchased on each Optional Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantor herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Transaction Entities and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company officers the Transaction Entities and the Manager made pursuant to the provisions hereof, to the performance by the Company Transaction Entities and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date Date, if any, will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)Transaction Entities herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of officers of the Company officers and the Manager made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company the Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein and the Operating Partnership (as though made on such Closing Date), to the accuracy of the statements of the Company officers made pursuant to the provisions hereof, to the performance by the Company and the Operating Partnership of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though made on such Closing Date)then made, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Depositary Shares on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Closing Shares as provided herein on the First Closing Date and or the Optional Securities to be purchased Option Shares as provided herein on each Optional any Additional Closing Date will Date, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of each Representation Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions; subject, in each case, to the right of the Underwriters to waive any such condition as they believe appropriate:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof, as of the date hereof and as of the Closing Date or the Option Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (on the date hereof and on and as though made on of such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereofhereof on the date hereof and on and as of such Closing Date, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Issuer herein (as though made on such the Closing Date), to the accuracy of the statements of officers of the Company officers and the Issuer made pursuant to the provisions hereof, to the performance by the Company and the Issuer of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (and the Guarantors set forth in Section 1 hereof as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder each Representation Date and to the timely performance by each of the Company and the Guarantors of its covenants and other obligations hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein Transaction Entities (as though made on such Closing Date), to the accuracy of the statements of Company officers the Transaction Entities made pursuant to the provisions hereof, to the performance by the Company Transaction Entities of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (on the date hereof and as though made on such the Closing Date), to the accuracy of the statements of Company the Company’s and the Guarantors’ officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made in any certificates delivered pursuant to the provisions hereofthis Agreement, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will Date, shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date, as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions: (a) [Reserved].

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Initial Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of each Representation Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by each of the Company and the Selling Shareholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Shares on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Option Closing Date), to as the accuracy of the statements of Company officers made pursuant to the provisions hereofcase may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (as of the date hereof and as though made on such the Closing Date), to the accuracy of the statements of Company Company’s and the Guarantors’ respective officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Securityholder herein (as of the date hereof and as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Securityholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties of the Company herein (in Section 1 hereof, as though made on such of the date hereof, the Applicable Time and the Closing Date), as if then made, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date, as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Shares together with the Firm Warrants on the First Closing Date and or the Optional Securities to be purchased Option Shares and/or Option Warrants on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional any Option Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date and any Option Closing Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company and Manager officers made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company officers of the Company, the Manager and their respective subsidiaries made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Units on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Option Securities to be purchased on each Optional Option Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date Date, if any, will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will Date, shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date, as though made on such Closing Date)then made, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities to be purchased Option Shares, if any, on each Optional the Option Closing Date will be Date, is subject to the accuracy accuracy, as of the Closing Date and the Option Closing Date, if any, of the representations and warranties of the Company herein (as though made on such Closing Date)contained herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, and to the performance in all material respects by the Company of its covenants and obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy when made and on the Closing Date of the representations and warranties of the Company herein (as though made on such Closing Date)Partnership herein, to the accuracy of the statements of Company officers of the Partnership Entities made pursuant to the provisions hereof, to the performance by the Company Partnership of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantor herein (as though made on such the Closing Date), to the accuracy of the statements of Company the Company’s and the Guarantor’s officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 as of the date hereof and as of the Closing Date as though then made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (and the Subsidiary Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company and the Subsidiary Guarantors of its their respective covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (on the date hereof and as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Transaction Entities herein (as though made on such Closing Date), to the accuracy of the statements of Company officers the Transaction Entities made pursuant to the provisions hereof, to the performance by the Company Transaction Entities of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions: (a) [Intentionally Omitted]

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (and the Guarantors set forth in Section 1 hereof as of each Representation Date as though then made on such Closing Date), and to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company and the Guarantors of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional the Option Closing Date will be Date, as the case may be, as provided herein, is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedent:conditions

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company Company’s officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and CPE LLC herein (as though made on such Closing Date), to the accuracy of the statements of Company and CPE LLC officers made pursuant to the provisions hereof, to the performance by the Company and CPE LLC of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Partnership Parties herein (as though made on such Closing Date), to the accuracy of the statements of Company the Partnership Parties’ officers made pursuant to the provisions hereof, to the performance by the Company Partnership Parties of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company the Company’s officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional respective Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each the Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will shall be subject to to: (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein Parties (as though made on such Closing Date), to the accuracy of the statements of the Company Parties’ officers made pursuant to the provisions hereof, to the performance by the Company Parties of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein on the date hereof (and as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder in all material respects and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Shares on the First Closing Date and or the Optional Securities to be purchased applicable Option Shares on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Option Closing Date), to as the accuracy of the statements of Company officers made pursuant to the provisions hereofcase may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Initial Notes on the First Closing Date and the Optional Securities Option Notes to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Partnership Parties herein (as though made on such Closing Date), to the accuracy of the statements of Company Partnership officers made pursuant to the provisions hereof, to the performance by the Company Partnership Parties of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased Shares on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay arrange for the Firm sale of the Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of the officers of the Company officers and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date Date, if any, will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on each such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent: