This excerpt taken from the C 10-Q filed Aug 7, 2009.
5.2 Conditions of the Purchasers Obligations. The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, or waiver in writing by the Purchaser, prior to or at the Effective Time of each of the following conditions:
(a) the Sellers shall not have breached in a material respect any covenant or other obligation contained in this Agreement which is required to be performed by the Sellers at or before the Closing;
(b) the representations and warranties of the Sellers contained in this Agreement shall be true and correct as of the Closing Date, except for any breaches that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect; and