Common use of Conditions to Obligation Clause in Contracts

Conditions to Obligation. The obligation to consummate the transactions to be performed by SPNI in connection with the Closing are subject to satisfaction of the following conditions: a. the representations and warranties set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date; b. FV shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV shall have delivered to SPNI a certificate to the effect that each of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNI; f. FV shall have in its possession all stock certificates of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNI.

Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGER. The obligation respective obligations of each party to consummate effect the transactions to Merger shall be performed by SPNI in connection with the Closing are subject to satisfaction the fulfillment at or prior to the Effective Time of the following conditions: a. (a) This Agreement and the representations Merger shall have been approved and warranties set forth in Section 4 shall be true and correct in all material respects at and as adopted by the requisite vote of the Closing Datestockholders of the Company required by the DGCL and the Company's Certificate of Incorporation and, if required by applicable law, by the requisite vote of the stockholders of Parent; b. FV (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have performed expired or been terminated and complied any required approvals in connection with all of its covenants hereunder any pre-merger notification filing with any relevant non-U.S. antitrust authority shall have been obtained and shall have remained in all material respects through the Closingfull force and effect; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; no action(c) No preliminary or permanent injunction or other order, suit, decree or proceeding shall be pending official action issued by any United States Federal or threatened before any state or foreign court or quasi-judicial regulatory or administrative agency or commission of competent jurisdiction, nor any federalstatute, staterule, local, regulation or executive order promulgated or enacted by any United States Federal or state or foreign jurisdiction or before any arbitrator wherein an unfavorable injunctiongovernmental authority of competent jurisdiction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV shall have delivered to SPNI a certificate to , which would (i) make the effect that each acquisition or holding by Parent or its subsidiaries or affiliates of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the transactions contemplated hereby Merger, or (ii) impose any limitations on the ability of Parent effectively to control, directly or indirectly through its subsidiaries, in any material respect the business and all certificates, opinions, instruments, operations of the Company; and (d) The Purchaser shall have accepted for payment and other documents required paid for Shares tendered pursuant to effect the transactions contemplated hereby Offer; provided that this condition shall be satisfactory in form deemed waived by the Purchaser and substance Parent if the failure to SPNI; f. FV shall have in its possession all stock certificates of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior accept for payment and purchase Shares pursuant to the Closing Offer is for any reason other than the failure to satisfy the conditions to the Offer set forth in writing executed by SPNIANNEX I hereto.

Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGER. The obligation respective obligations of each Party to consummate effect the transactions Merger shall be subject to be performed by SPNI in connection with the satisfaction at or prior to the Closing are subject to satisfaction Date of the following conditions: a. (a) the representations and warranties set forth in Section 4 Company Voting Proposals shall be true and correct in all material respects at and as have been approved by the shareholders of the Closing DateCompany in the manner required under the CGCL and the Organizational Documents of the Company; b. FV (b) the Pan Pacific Voting Proposals shall have performed been approved by the stockholders of Pan Pacific in the manner required under the MGCL, the rules of the NYSE and complied with all the Organizational Documents of its covenants hereunder in all material respects through the ClosingPan Pacific; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; (c) no actionstatute, suitrule, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federalregulation, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, executive order, decree, ruling, injunction or charge would other order (Awhether temporary, preliminary or permanent) prevent shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (d) there shall not be instituted or pending any Action by a Governmental Entity or any other Person as a result of this Agreement or any of the transactions contemplated by herein which causes a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect (assuming for purposes of this Agreement, (BSection 7.1(d) cause any of that the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge Merger shall be in effecthave occurred); d. FV (e) the Registration Statement shall have delivered to SPNI a certificate become effective under the Securities Act and shall not be the subject of any stop order suspending the effectiveness of the Registration Statement nor shall proceedings for that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the effect that each registration of the conditions specified above is satisfied in all respectsPan Pacific Common Stock to be exchanged for Company Shares shall have been obtained; e. (f) all actions filings required to be taken made prior to the Closing by FV any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect and could not reasonably be expected to subject the Parties or their Affiliates or any directors, trustees, officers, agents or advisors of any of the foregoing to the risk of criminal liability; (g) all certificatesconsents or approvals of all Persons (other than Governmental Entities and the limited partners of Western/Pinecreek Partnership) required for or in connection with or as a result of the execution, opinions, instruments, delivery and other documents required to effect performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall be satisfactory in form full force and substance effect, except for those the failure of which to SPNI;obtain would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect; and f. FV (h) the shares of Pan Pacific Common Stock issuable to the holders of Company Shares pursuant to this Agreement shall have in its possession all stock certificates been approved for listing on the NYSE upon official notice of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNIissuance.

Conditions to Obligation. of Each Party to Effect the Merger. The obligation respective obligations of each party to consummate effect the transactions Merger shall be subject to be performed by SPNI in connection with the fulfillment at or prior to the Closing are subject to satisfaction Date of the following conditions: a. (a) This Agreement and the representations Merger shall have been approved and warranties set forth adopted by the requisite vote of the shareholders of Target as required by the TBCA and the NASDAQ National Market System, and by any applicable provisions of Target's articles of incorporation or bylaws; (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) No order shall have been entered and remain in Section 4 effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger; (d) The Registration Statement shall be true and correct in all material respects at and as of effective on the Closing Date, and all post-effective amendments filed shall have been declared effective or shall have been withdrawn; and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; b. FV (e) There shall have performed been obtained any and complied with all of its covenants hereunder in all material respects through permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that is reasonably necessary so that the Closing; c. FV shall have procured all consummation of the consents required in order to effect the Closing including as set forth in Section 3.5 above; no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of Merger and the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall thereby will be in effect);compliance with applicable laws, the failure to comply with which would have a Parent Material Adverse Effect or a Target Material Adverse Effect; and d. FV shall have delivered to SPNI a certificate to the effect that each (f) The shares of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with Parent Common Stock issuable upon consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNI; f. FV Merger shall have in its possession all stock certificates been approved for listing on the NYSE, subject to official notice of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNIissuance.

Conditions to Obligation. of the Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the transactions to be performed by SPNI it in connection with the Closing are is subject to satisfaction of the following conditions: a. (i) this Agreement and the Merger shall have received the approval of the Target Stockholder's board of directors; (ii) the representations and warranties set forth in Section 4 Sections 3 and 4(a), above, shall be true and correct in all material respects at and as of the Closing Date, except for any non-conformity resulting from matters authorized by the Pre-Closing Board during the Pre-Closing Period, as provided in Section 2(f); b. FV (iii) the Target and the Target Stockholder shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own FV Shares the capital stock of the Surviving Corporation and to control FVthe Surviving Corporation and its Subsidiaries, or (D) affect adversely the right of FV any of the Surviving Corporation and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV (v) there shall have been no material adverse change in the business, financial condition, assets, operations, results of operations, or future prospects of any of the Target and its Subsidiaries, except for changes resulting from matters authorized by the Pre-Closing Board during the Pre-Closing Period, as provided in Section 2(f); (vi) each of the Target and Target Stockholder shall have delivered to SPNI the Buyer and the Transitory Subsidiary a certificate certificate, in form and substance reasonably acceptable to the Buyer and the Transitory Subsidiary and their counsel, to the effect that each of the conditions specified above in Section 6(a)(i)-(v) is satisfied in all respects; e. (vii) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3(d) and 4(a)(iii) and (b)(iv), above; (viii) the Buyer and the Transitory Subsidiary shall have received from counsel to the Target and the Target Stockholder an opinion in form and substance reasonably acceptable to the Buyer and the Transitory Subsidiary and their counsel, addressed to the Buyer and the Transitory Subsidiary, and dated as of the Closing Date; (ix) the Buyer and the Transitory Subsidiary shall have received the resignations, effective as of the Closing, of each director and officer of the Target and the Target's Subsidiaries other than any representatives of Buyer serving on the Pre-Closing Board and those whom the Buyer shall have specified in writing at least 5 business days prior to the Closing; (x) the Buyer and the Transitory Subsidiary shall have received good standing certificates, franchise tax reports and Uniform Commercial Code, federal and state tax lien, judgment and bankruptcy searches dated not more than five (5) business days before the Closing Date with respect to the Target Stockholder and the Target and its Subsidiaries from each jurisdiction in which incorporated or qualified to transact business and all of the same being reasonably acceptable to the Buyer; (xi) the Target or Target Stockholder shall have used commercially reasonable efforts to obtain estoppel certificates and landlord waivers from each lessor of real property occupied by the Target and its Subsidiaries in form and substance reasonably acceptable to the Buyer, its lender and their respective counsel; (xii) all actions to be taken by FV the Target and Target Stockholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to SPNI;the Buyer and the Transitory Subsidiary. f. FV (xiii) the Buyer shall have in its possession all stock certificates obtained financing, on terms acceptable to Buyer, sufficient to enable the Buyer to pay the Merger Consideration; provided, however, that if the principal balance of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified FINOVA Debt is reduced, in this Section 6.1 at or prior to the Closing in writing executed by SPNI.ordinary course of business, to

Conditions to Obligation. of each of the MLNM Parties. The obligation of each of the MLNM Parties to consummate the transactions to be performed by SPNI it in connection with the Closing are is subject to satisfaction of the following conditions: a. the (a) all representations and warranties set forth of each of the ILEX Parties contained in Section 4 this Agreement, (i) that are qualified as to materiality shall be true in all respects on and correct as of the Closing Date and (ii) that are not qualified as to materiality shall be true in all material respects at on and as of the Closing Date, with the same force and effect as though such representations and warranties were made, and such written information was delivered, on and as of the Closing Date; b. FV (b) the ILEX Parties shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; (c) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); d. FV (d) ILEX shall have delivered to SPNI Seller a certificate to the effect that each of the conditions specified above in Section 8.2(a) through (c) is satisfied in all respects; e. (e) all actions to be taken by FV applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents and approvals of any Governmental Authority required in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNIhereby; f. FV (f) The MLNM Parties shall have in its possession all stock certificates received an opinion dated as of the FV Shareholders Closing of Fulbright & Jaworski L.L.P., counsel to the ILEX Parties, substantially in the fo▇▇ ▇▇▇▇▇hed hereto; and (g) The ILEX Stock shall continue to be transferred hereunder and g. SPNI listed on Nasdaq as of the date of the Closing; Each of the MLNM Parties may waive any condition specified in this Section 6.1 8.2 if it executes a writing so stating at or prior to the Closing in writing executed by SPNIClosing.