Common use of CONDITIONS TO CLOSING OF PURCHASER Clause in Contracts

CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, at the option of Purchaser, subject to the satisfaction, at or prior to the Closing Date, of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser): (a) The representations and warranties of Sellers shall be true and correct in all material respects on and as of the Closing Date. (b) Sellers shall have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing Date. (c) Sellers shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all covenants, agreements and conditions required by this Agreement to be performed have been performed on or prior to the Closing Date. (d) Sellers shall have delivered to Purchaser the following: (i) Stock certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character; (ii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Agreement;

CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, Purchaser's obligation to purchase the Shares at the option of Purchaser, closing is subject to the satisfaction, at fulfillment or prior to waiver as of the Closing Date, Date of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser):conditions: (a) The representations and warranties of Sellers made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of the Closing Datesaid date. (b) Sellers shall have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing Date. (c) Sellers shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all All covenants, agreements and conditions required by contained in this Agreement to be performed have been performed by the Company on or prior to the Closing DateDate shall have been performed and complied with in all respects. (c) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued by the Commission or any state regulatory authority, and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission or any state regulatory authority. (d) Sellers On the Closing Date, Purchaser shall have delivered received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Company, dated the Closing Date, in form and substance satisfactory to ▇▇▇▇▇▇, Flyer & ▇▇▇▇▇, counsel to Purchaser, to the effect that: The Registration Statement has become effective under the Securities Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission. (e) On the Closing Date, Purchaser shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, counsel to the Company, dated the Closing Date, in form and substance satisfactory to ▇▇▇▇▇▇, Flyer & ▇▇▇▇▇, counsel to Purchaser, to the effect that: The Shares have been duly authorized for sale and issuance to Purchaser pursuant to this Agreement, and, when issued and delivered by the following:Company pursuant to this Agreement against full payment of the consideration therefor as provided in the resolutions authorizing issuance thereof by the Board of Directors of the Company or a duly appointed committee thereof, will be validly issued and fully paid and nonassessable. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company. Assuming due authorization, execution and delivery of this Agreement by Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (if) Stock certificates representing the Remaining SharesNo statute, each accompanied by stock powers duly executed in blank rule or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims regulation or order of any kind court or character; (ii) Any other documents, instruments or agreements reasonably necessary to effectuate administrative agency shall be in effect which prohibits the purchase of Company from consummating the Remaining Shares transactions contemplated by this Agreement;hereby.

CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, at the option of Purchaser, subject to the satisfaction, at or prior to the Closing DateClosing, of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser): (a) The representations and warranties of Sellers shall be true and correct in all material respects on and as of the Closing Date. (b) Sellers shall, and shall have caused the Corporations to, have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing DateClosing. (c) Sellers and the Corporations shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller or officer, respectively, each stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all covenants, agreements and conditions required by this Agreement to be performed have been performed on or prior to the Closing Date. (d) The closing of the transactions contemplated by the Contribution Agreements shall have occurred simultaneously with the Closing. (e) Sellers shall have executed and delivered the Put and Call Option Agreement for Remaining Shares in the form attached hereto as Exhibit G --------- and the Escrow Agreement with respect to the eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation which will continue to be owned by Sellers after the Closing. (f) Sellers shall have delivered to Purchaser the following: (i) Stock certificates representing the Remaining SharesPurchased Stock, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining SharesPurchased Stock, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character; (ii) The resignations of the members of the board of directors and all officers of X Corporation and Y Corporation; (iii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase of the Remaining Shares Purchased Stock contemplated by this Agreement; (iv) All minute books, stock ledgers, and other records or books of any kind relating to the Corporations; and (v) To the extent not previously delivered to Purchaser, originals of the Leases, the Personal Property, and any other documents required to be delivered by Sellers or the Corporations under the terms of this Agreement or, if such originals are not available, copies certified by Sellers to be true, correct and complete copies of such originals.

CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, Purchaser's obligation to purchase the Shares at the option of Purchaser, closing is subject to the satisfaction, at fulfillment or prior to waiver as of the Closing Date, Date of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser):conditions: (a) The representations and warranties of Sellers made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of the Closing Datesaid date. (b) Sellers shall have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing Date. (c) Sellers shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all All covenants, agreements and conditions required by contained in this Agreement to be performed have been performed by the Company on or prior to the Closing DateDate shall have been performed and complied with in all respects. (c) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued by the Commission or any state regulatory authority, and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission or any state regulatory authority. (d) Sellers On the Closing Date, Purchaser shall have delivered received an opinion of Latham & Watkins, counsel to ▇▇▇ ▇▇mpa▇▇, ▇▇▇ed the Closing Date, in form and substance satisfactory to Tucker, Flyer & Lewis, counse▇ ▇▇ ▇urchaser, ▇▇ ▇▇e effect that: The Registration Statement has become effective under the Securities Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission. (e) On the Closing Date, Purchaser shall have received an opinion of Ballard Spahr Andrews & Inger▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Company, dated the Closing Date, in form and substance satisfactory to Tucker, Flyer & Lewis, counse▇ ▇▇ ▇urchaser, ▇▇ ▇▇e effect that: The Shares have been duly authorized for sale and issuance to Purchaser pursuant to this Agreement, and, when issued and delivered by the following:Company pursuant to this Agreement against full payment of the consideration therefor as provided in the resolutions authorizing issuance thereof by the Board of Directors of the Company or a duly appointed committee thereof, will be validly issued and fully paid and nonassessable. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company. Assuming due authorization, execution and delivery of this Agreement by Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (if) Stock certificates representing the Remaining SharesNo statute, each accompanied by stock powers duly executed in blank rule or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims regulation or order of any kind court or character; (ii) Any other documents, instruments or agreements reasonably necessary to effectuate administrative agency shall be in effect which prohibits the purchase of Company from consummating the Remaining Shares transactions contemplated by this Agreement;hereby.

CONDITIONS TO CLOSING OF PURCHASER. The obligations obligation of Purchaser to ---------------------------------- under this Agreement are, at purchase the option of Purchaser, Purchased Assets is subject to the satisfaction, at or prior to the Closing Date, satisfaction of each of the following conditions (the "Purchaser's Conditions Precedent") (conditions, any one or more of which may be waived, but only by an instrument in writing signed waived by Purchaser):: (a) The All representations and warranties of Sellers made by Seller pursuant to this Agreement shall be true and correct in all material respects on when made and remain in all material respects true and correct as of the Closing Date. (b) Sellers Seller shall have fully performed and complied with or observed all covenants, terms, agreements and agreements to be performed and complied with by them on obligations in all material respects at or before the Closing Dateand all documents or instruments required to be delivered by Seller to the Purchaser at or prior to Closing shall have been delivered. (c) Sellers Purchaser shall deliver to Purchaser certificates have received a certificate dated the Closing Date and executed signed by each Seller stating to the effect that the representations made by it or him conditions specified in this Agreement are accurate in all material respects as of the Closing Date (a) and that all covenants, agreements and conditions required by this Agreement to be performed (b) above have been performed on or prior to the Closing Datesatisfied. (d) Sellers Seller shall have delivered to Purchaser received the following:written consent of its lenders and the holders of any debt instruments issued by Seller, if required. (ie) Stock certificates representing the Remaining SharesExcept as set forth on Schedule 5.21, each accompanied by stock powers duly executed in blank no litigation has been commenced or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title threatened relating to the Remaining Sharestransactions contemplated hereby, the effect of which would be materially adverse to the Business. (f) The Purchased Assets shall be free and clear of all mortgages, pledges, liens, security interests, assignments, options and adverse claims and/or encumbrances of any kind or character; (ii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Agreement;every description.

CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, at to consummate the option of Purchaser, Closing are subject to the satisfaction, satisfaction at or prior to the Closing Date, of the following conditions, but compliance with any of such conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only waived by an instrument Purchaser in writing signed by Purchaser):delivered to Seller and the Company, as the case may be: (a) The All representations and warranties of Sellers shall be and the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Datecorrect. (b) Sellers and the Company shall have fully performed and complied with all covenants, terms, the covenants and agreements to be performed and complied with by them on or before the Closing Date. (c) Sellers shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all covenants, agreements and conditions required by this Agreement to be performed have been performed on or complied with by them at or prior to the Closing DateClosing, including without limitation the delivery of all items required to be delivered by the Company under this Agreement (including the Purchased Share certificates and stock powers referred to in Section 1.4(b) hereof). (c) Seller shall have delivered to Purchaser a true and completed copy of the resolutions of the Board of Directors of the Company authorizing such matters as may be agreed upon by the Purchaser and ▇▇▇▇▇▇▇ (the “Board Resolutions”). (d) Sellers Purchaser has completed its due diligence investigation of the Purchased Shares, the Company and the Business of the Company, including legal and accounting matters, and the results of such investigation are satisfactory to Purchaser in its sole discretion. (e) All necessary contractual consents, approvals, orders or authorizations for the Transaction have been obtained, and all necessary contractual notices have been given, in form and substance satisfactory to Purchaser. (f) The ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Options shall have delivered been validly and lawfully terminated pursuant to documentation reasonably acceptable to Purchaser and all other outstanding options and warrants to purchase Company securities shall have been validly and lawfully terminated pursuant to documentation reasonably acceptable to Purchaser. (g) Purchaser shall have received an opinion from counsel acceptable to Purchaser and that is satisfactory to the Purchaser that the Company is not a “shell company” as such term is defined in the Securities Act (the “Legal Opinion”). (h) The Company will deliver to Purchaser the following:written resignations of all officers and directors of the Company effective as of the Closing Date or, in the case of ▇▇▇▇▇▇▇, such date or dates as may be agreed upon by Purchaser and ▇▇▇▇▇▇▇. (i) Stock certificates representing the Remaining Shares, each accompanied by stock powers The Company will deliver a certificate duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title Chief Executive Officer of the Company certifying to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character; (ii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase validity of the Remaining Shares contemplated by this Agreement;Board Resolutions, the Articles, the Company’s current bylaws and a current certificate of good standing of the Company.

CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under to consummate the transactions contemplated by this Agreement are, at the option of Purchaser, shall be subject to the satisfactionfulfillment, at or prior to the Closing DateClosing, of each of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser):conditions: (a) The Other than Seller’s Core Representations, the representations and warranties of Sellers Seller contained in this Agreement and any certificate delivered pursuant hereto shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), in each case except for such breaches, if any, as have not had a Seller Material Adverse Effect; provided, that, for solely purposes of determining whether any such representation or warranty is true and correct for purposes of this sentence, all qualifications as to materiality and Seller Material Adverse Effect and shall be disregarded. Seller’s Core Representations shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though made on and as of the Closing DateDate (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); provided, that, for solely purposes of determining whether any such representation or warranty is true and correct for purposes of this sentence, all qualifications as to materiality and Seller Material Adverse Effect and shall be disregarded. (b) Sellers shall have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing Date. (c) Sellers shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller stating that the representations made by it or him in this Agreement are accurate in all material respects as All of the Closing Date and that all covenants, agreements and conditions covenants required by this Agreement to be performed or complied with by the Seller on or before the Closing Date shall have been performed on or prior to complied with in all material respects. (c) From and after the date of this Agreement until the Closing Date, there shall not have occurred any Seller Material Adverse Effect. (d) Sellers The Seller, as applicable, shall have delivered to Purchaser the following:obtained all consents, approvals, waivers, and authorizations and given all notices described in Schedule 3.2(c) and designated thereon as “Required Consents”. (ie) Stock certificates representing The Title Company shall have issued to Purchaser, effective as of Closing, the Remaining Shares, each accompanied Title Policy requested by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary Purchaser pursuant to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character; (ii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Agreement;Section 6.4.