America Online 2010 Annual Report Download - page 149

5.2 Conditions Precedent to Seller's Obligations. Seller's obligation to sell the Property or otherwise to perform any obligation provided in this
Agreement shall be conditioned upon the satisfaction or waiver of each of the following conditions on or before the Closing Date:
5.2.1 Representations and Warranties True. The representations and warranties of Purchaser contained in this Agreement shall be (A) true in all
material respects as of the Effective Date and (B) true and correct in all material respects as of the Closing, as if made at and as of such time.
5.2.2 Performance. Purchaser shall have performed, or tendered performance of, all agreements and covenants required by this Agreement to be
performed by it prior to or at the Closing Date in all material respects.
5.2.3 No Prohibition. No injunction, stay or restraining order shall be in effect prohibiting the consummation of the transactions contemplated by this
Agreement by Purchaser.
5.2.4 Closing Deliveries. Purchaser shall have delivered the Purchase Funds (as defined in Section 7.3.1 below), and the Purchaser's Closing
Deliveries (as defined in Section 7.3).
5.2.5 Raytheon Lease. Raytheon shall have elected not to purchase (or shall have been deemed to have elected not to purchase) the Property in
accordance with Section 10.1 below.
Each of the preceding conditions shall be satisfied in all material respects, unless waived by Seller in writing. If the conditions set forth above are not
satisfied in all material respects or waived by Seller on or prior to the Closing Date, Seller may, in its sole discretion, terminate this Agreement by
written notice to Purchaser, whereupon the parties shall be released of any further liability hereunder except for those obligations that expressly survive
the termination of this Agreement, and, except with respect to the condition set forth in Section 5.2.5 (the failure of which shall be governed by
Section 5.1), the Escrow Agent shall pay the Deposit to Seller, provided, however, that no such termination shall release Purchaser from any liability to
Seller for Purchaser's breach or default under this Agreement.
ARTICLE 6
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
6.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that, as of the Effective Date:
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