Common use of Conditions Precedent to the Closing Clause in Contracts

Conditions Precedent to the Closing. (A) The following shall be conditions precedent to Buyer's obligation to consummate the transaction contemplated by this Agreement (the "BUYER'S CONDITIONS PRECEDENT"): (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as to the Properties to be sold. (ii) The Title Company shall be ready, willing and able to issue as of the Closing Date, an ALTA standard coverage owners policy of title insurance ("TITLE POLICY") for each Real Property to be sold insuring fee ownership of such Real Property in the name of Buyer or its assignee in the amount of the Purchase Price allocated to such Real Property, subject only to the Permitted Exceptions and other items that have been approved by Buyer pursuant hereto. (iii) Buyer shall have received an executed estoppel certificate from Tenant as to each Lease substantially in the form attached as Exhibit C-1. Buyer shall also have received an executed estoppel certificate from Guarantor, dated no earlier than thirty days before the Closing Date, in the form attached as Exhibit C-2 without any substantive changes made thereto by Guarantor (other than changes, if any, approved by Buyer). (iv) There shall be no material breach of any of Sellers' representations, warranties or covenants set forth in Section 6, as of the Closing. (v) Sellers shall have delivered (or caused to be delivered) to the Escrow Company the items described in Section 10, including any releases of, or payoff letters relating to, the Existing Indebtedness required by the Title Company in order to issue the Title Policy. The conditions set forth in this Section 8(a) are solely for the benefit of Buyer and may be waived only by Buyer in writing. Buyer shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions. (B) The following shall be conditions precedent to Sellers' obligation to consummate the transaction contemplated by this Agreement (the "SELLERS' CONDITIONS PRECEDENT"): (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as to the Properties to be sold. (ii) Buyer shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Buyer in accordance with this Agreement. (iii) There shall be no material breach of any of Buyer's representations, warranties or covenants set forth in Section 5 and Section 7, as of the Closing. (iv) Buyer shall have delivered to Escrow Company the items described in Section 11. The conditions set forth in this Section 8(b) are solely for the benefit of Sellers and may be waived only by Sellers in writing. Sellers shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions.

Conditions Precedent to the Closing. (A) The following shall be conditions precedent to Buyer's obligation to consummate and the transaction contemplated by Obligations of the -------------------------------------------------------------------- Sellers. All obligations of the Sellers under this Agreement are subject to the ------- fulfillment or waiver (where permissible) of each of the following conditions specified in this paragraph. If the Purchaser does not satisfy all of the following conditions, then only for so long as any portion of the Note remains unpaid, the Sellers will have the option to terminate this Agreement and have the Initial Common Shares returned to them (the "BUYER'S CONDITIONS PRECEDENTCommon Shares Termination Option"): (i). If the Purchaser does not satisfy any of the other conditions then for so long as either of the Subsequent Acquisitions described in Paragraph 3(d) Buyer shall not hereof remain incomplete, the Sellers will have terminated the option to terminate this Agreement and have the Initial Preferred Shares returned to them (the "Preferred Shares Termination Option"). The condition specified in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(aParagraph 3(i) or Section 15(b) (and Sellers hereof shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as only be a condition to the Properties to be sold. (ii) The Title Company shall be ready, willing and able to issue as of the Closing Date, an ALTA standard coverage owners policy of title insurance ("TITLE POLICY") for each Real Property to be sold insuring fee ownership of such Real Property in the name of Buyer or its assignee in the amount of the Purchase Price allocated to such Real Property, subject only Purchaser's right to the Permitted Exceptions and other items that have been approved by Buyer pursuant hereto. (iii) Buyer shall have received an executed estoppel certificate from Tenant as to each Lease substantially in the form attached as Exhibit C-1. Buyer shall also have received an executed estoppel certificate from Guarantor, dated no earlier than thirty days before the Closing Date, in the form attached as Exhibit C-2 without any substantive changes made thereto by Guarantor (other than changes, if any, approved by Buyer). (iv) There shall be no material breach of any of Sellers' representations, warranties or covenants Additional Shares set forth in Section 6Paragraph 3(e) hereof. To exercise the Common Shares Termination Option or the Preferred Shares Termination Option, the Sellers shall provide the Purchaser with written notice of election of the Common Shares Termination Option or the Preferred Shares Termination Option, as the case may be, within five business days of the Closing. date of the Purchaser's failure to fulfill the applicable condition (v) the "Termination Option Notice Period"). In the event the Sellers fail to exercise the Common Shares Termination Option or the Preferred Shares Termination Option, as the case may be, within the Termination Option Notice Period, then the applicable condition precedent shall be deemed to have delivered (been waived. Further, if the Sellers elect to exercise the Common Shares Termination Option or caused to be delivered) to the Escrow Company Preferred Shares Termination Option, as the items described in Section 10case may be, including any releases of, or payoff letters relating to, the Existing Indebtedness required by the Title Company in order to issue the Title Policy. The conditions set forth in this Section 8(a) are solely for the benefit of Buyer and may be waived only by Buyer in writing. Buyer shall, at all times prior to the termination of terminate this Agreement, the Purchaser will have the right to waive in writing reacquire any of these conditions. (B) The following shall be conditions precedent to Sellers' obligation to consummate the transaction contemplated by this Agreement (the "SELLERS' CONDITIONS PRECEDENT"): (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as assets conveyed to the Properties to be sold. (ii) Buyer shall have delivered to Escrow Company, Company after the date hereof and prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Buyer in accordance with this Agreement. (iii) There shall be no material breach Closing upon the assumption of any of Buyer's representationsliabilities after the date hereof, warranties or covenants set forth in Section 5 whereupon the Purchaser will transfer, assign, and Section 7, as convey to the Company any of the Closing. (iv) Buyer shares of the Company Common Stock and the Company Preferred Stock issued to the Purchaser or any other party, other than the Sellers or the Consultants, hereinafter defined, after the date hereof, and all designees of the Purchaser shall have delivered to Escrow Company resign immediately as officers and directors of the items described in Section 11Company. The conditions set forth in this Section 8(b) are solely for the benefit of Sellers and may be waived only by Sellers in writing. Sellers shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions.as follows:

Conditions Precedent to the Closing. (A) Date The following effectiveness of the Closing Date shall be conditions precedent subject to Buyer's obligation the satisfaction (or waiver by the Required Consenting Stakeholders and the Issuers which, in each case may be made in writing or by email between counsel to consummate the transaction contemplated by this Agreement (Company and counsel to each of the "BUYER'S CONDITIONS PRECEDENT"): Ad Hoc Groups and counsel to the Administrative Agent) of only the following conditions: (i) Buyer The Transaction Support Agreement shall remain in full force and effect and shall not have been terminated this Agreement in accordance with Section 3.4(c)its terms, Section 4(d), Section 5(e), Section 15(a) and there shall be no breach or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance default with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as respect to the Properties to be sold. Transaction Support Agreement that would, with notice and/or passage of time, result in a right of termination by any Party; (ii) The Title Company New Indentures shall be readyhave been executed and delivered by the applicable Issuer, willing each Guarantor, and able to issue the New Notes Trustee in the forms attached hereto as of the Closing DateExhibits 2, an ALTA standard coverage owners policy of title insurance ("TITLE POLICY") for each Real Property 3, 4, and 5, with any modifications, amendments, or supplements thereto, to be sold insuring fee ownership of such Real Property in the name of Buyer or its assignee in the amount of the Purchase Price allocated to such Real Property, subject only reasonably acceptable to the Permitted Exceptions and other items that have been approved by Buyer pursuant hereto. Required Consenting Stakeholders; (iii) Buyer The New Notes shall have received an been executed estoppel certificate from Tenant as to each Lease substantially and delivered by the applicable Issuer and authenticated by the New Notes Trustee in the form forms attached as Exhibit C-1. Buyer to the New Indentures, with any modifications, amendments, or supplements thereto, to be reasonably acceptable to the Required Consenting Stakeholders; (iv) The applicable Issuer and each Guarantor shall also have received an executed estoppel certificate from Guarantor, dated no earlier than thirty days before the Closing Date, entered into security documents in the same form attached as Exhibit C-2 without any substantive changes made thereto by Guarantor in effect under the Existing Indentures (other than changeswith necessary amendments, if any, approved to ensure consistent Collateral between the New 1O 1L Term Loans, New 2O 1L Term Loans, and the New Revolving Credit Facility, on the one hand, and the New Notes, on the other hand, in each case having the priority set forth herein), with any modifications, amendments, or supplements thereto, to be reasonably acceptable to the Required Consenting Stakeholders; (v) The New 1L Credit Agreement shall have been executed and delivered by Buyer). (iv) There shall be no material breach of any of Sellers' representationsOpCo and each Guarantor, warranties or covenants the Consenting Revolver Lenders, and the Consenting First Lien Term Loan Lenders, and the conditions precedent set forth in Section 6, as of the Closing. (v) Sellers New 1L Credit Agreement shall have delivered (been satisfied or caused to be delivered) to waived in accordance with the Escrow Company the items described in Section 10, including any releases of, or payoff letters relating to, the Existing Indebtedness required by the Title Company in order to issue the Title Policy. The conditions terms set forth in this Section 8(a) are solely for the benefit of Buyer and may New 1L Credit Agreement, with any modifications, amendments, or supplements thereto, to be waived only by Buyer in writing. Buyer shall, at all times prior reasonably acceptable to the termination of this Agreement, have the right to waive in writing any of these conditions. (B) The following shall be conditions precedent to Sellers' obligation to consummate the transaction contemplated by this Agreement (the "SELLERS' CONDITIONS PRECEDENT"): (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as to the Properties to be sold. (ii) Buyer shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Buyer in accordance with this Agreement. (iii) There shall be no material breach of any of Buyer's representations, warranties or covenants set forth in Section 5 and Section 7, as of the Closing. (iv) Buyer shall have delivered to Escrow Company the items described in Section 11. The conditions set forth in this Section 8(b) are solely for the benefit of Sellers and may be waived only by Sellers in writing. Sellers shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions.Required Consenting Stakeholders;

Conditions Precedent to the Closing. (A) The following conditions precedent shall be conditions precedent satisfied prior to Buyer's obligation or simultaneous with the Closing: 2.3.1 Prior to consummate the transaction Closing, SIC shall have completed legal, business, and financial due diligence, with the results being to the satisfaction of SIC in its sole discretion. 2.3.2 The parties shall execute the Investor Rights Agreement (which shall contain provisions for the adjustment of the number of SIC Shares based on future issuances of securities by VPSI) in the form attached hereto as Exhibit "B" and incorporated herein by this reference. 2.3.3 VPSI shall have executed employment agreements with ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the forms attached hereto as Exhibits "C-1," "C-2," and "C-3," respectively, and incorporated herein by this reference. 2.3.4 VPSI and SIC shall have executed the Addendum to the Reinsurance Agreement in the form attached hereto as Exhibit "D" and incorporated herein by this reference, the effectiveness of which is contingent upon approval by the California Department of Insurance (the "DOI"). 2.3.5 VPSI shall have executed the Marketing Agreement with IAMS in the form attached hereto as Exhibit "E" and incorporated herein by this reference. 2.3.6 The holders of Series A Preferred Stock (the "Series A Shares") and Series B Preferred Stock (the "Series B Shares") of VPSI (collectively referred to as the "Preferred Stock") shall have entered into agreements to convert their Preferred Stock to shares of Common Stock (collectively referred to as the "Conversion Shares") in accordance with the Conversion Agreements in the forms attached hereto as Exhibit "F-1" and "F-2" and incorporated herein by this reference, and pursuant to the Conversion Agreements shall have agreed, contingent upon the closing of the Iams Transaction, to waive any and all (i) rescission rights with respect to their shares of Preferred Stock, (ii) anti-dilution rights with respect to their shares of Preferred Stock, and (iii) any other protective or other provisions applicable to the shares of Preferred Stock. 2.3.7 The Board of Directors of VPSI shall have duly adopted resolutions approving the execution and delivery of this Agreement and the other documents required to be delivered pursuant to the terms of this Agreement and the consummation of the transactions contemplated by this Agreement, certified by the Secretary of VPSI in the form attached hereto as Exhibit "G" and incorporated herein by this reference. 2.3.8 All of the holders of Preferred Stock shall have signed a consent approving the terms and conditions of this Agreement, including the Conditions of Closing, and ratifying the approval of the execution of this Agreement by the Board of Directors of VPSI as set forth in Exhibits "F-1" and "F-2." 2.3.9 VPSI shall have obtained all necessary internal, corporate and regulatory approvals to permit VPSI to execute this Agreement and comply with the conditions of Closing. 2.3.10 The Board of Directors of VPSI shall have approved the Stock Option and Incentive Plan (the "BUYER'S CONDITIONS PRECEDENTStock Option Plan"):) in the form attached hereto as Exhibit "H" and incorporated herein by this reference. (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as 2.3.11 With respect to the Properties to be sold. (ii) The Title Company Form 10 initially filed by VPSI with the SEC on November 12, 2002, which Form 10 became effective on January 13, 2003, and as amended thereafter, no stop order or other order enjoining the sale of the SIC Shares shall have been issued and no proceedings for such purpose shall be readypending or, willing and able to issue as of the Closing Date, an ALTA standard coverage owners policy of title insurance ("TITLE POLICY") for each Real Property to be sold insuring fee ownership of such Real Property in the name of Buyer or its assignee in the amount of the Purchase Price allocated to such Real Property, subject only to the Permitted Exceptions and other items that have been approved best knowledge of VPSI, threatened by Buyer pursuant hereto. (iii) Buyer the SEC, the California Commissioner of Corporations or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. SIC shall have received confirmation from the SEC satisfactory to IAMS, in its sole discretion, to the effect that the SEC has no accounting-related comments or questions relating to the Form 10 (the "SEC Clearance"). 2.3.12 VPSI and IAMS shall have entered into the Iams Stock Purchase Agreement, a copy of which is attached hereto as Exhibit "I," for the purchase of 500,000 shares of Common Stock at a price of $12.00 per share, with a closing scheduled to occur at ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, at ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on April 15, 2003 at 10:00 A.M. (local time). 2.3.13 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have delivered to VPSI and SIC an executed estoppel certificate from Tenant as to each Lease substantially letter agreement in the form attached as Exhibit C-1"J" hereto providing that he shall not invoke any rights or claims to rescind any acquisition of any securities of VPSI or any of its subsidiaries. 2.3.14 VPSI shall have caused ▇▇▇▇ ▇. Buyer shall also have received ▇▇▇▇▇▇▇▇ and any other owner of 5% or more of VPSI's outstanding securities other than IAMS (collectively, the "5% Shareholders") to deliver to SIC an executed estoppel certificate from Guarantor, dated no earlier than thirty days before the Closing Date, agreement (in the form attached as Exhibit C-2 without "K" hereto) providing that each of such 5% Shareholders grants to SIC "tag-along" rights should they wish to sell any substantive changes made thereto by Guarantor (other than changes, if any, approved by Buyer). (iv) There shall be no material breach securities of VPSI or any of Sellers' representations, warranties or covenants set forth in Section 6, as of the Closingits subsidiaries to any party. (v) Sellers shall have delivered (or caused to be delivered) to the Escrow Company the items described in Section 10, including any releases of, or payoff letters relating to, the Existing Indebtedness required by the Title Company in order to issue the Title Policy. The conditions set forth in this Section 8(a) are solely for the benefit of Buyer and may be waived only by Buyer in writing. Buyer shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions. (B) The following shall be conditions precedent to Sellers' obligation to consummate the transaction contemplated by this Agreement (the "SELLERS' CONDITIONS PRECEDENT"): (i) Buyer shall not have terminated this Agreement in accordance with Section 3.4(c), Section 4(d), Section 5(e), Section 15(a) or Section 15(b) (and Sellers shall not have terminated this Agreement in accordance with Section 3.3(a) or Section 5(h)) of this Agreement within the time periods described in such Sections as to the Properties to be sold. (ii) Buyer shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Buyer in accordance with this Agreement. (iii) There shall be no material breach of any of Buyer's representations, warranties or covenants set forth in Section 5 and Section 7, as of the Closing. (iv) Buyer shall have delivered to Escrow Company the items described in Section 11. The conditions set forth in this Section 8(b) are solely for the benefit of Sellers and may be waived only by Sellers in writing. Sellers shall, at all times prior to the termination of this Agreement, have the right to waive in writing any of these conditions.