This excerpt taken from the C 10-Q filed Aug 7, 2009.
5.3 Conditions of the Sellers Obligations. The obligation of the Sellers to consummate the Closing shall be subject to the satisfaction, or waiver in writing by the Sellers, prior to or at the Closing of each of the following conditions:
(a) the Purchaser 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 Purchaser at or before the Effective Time; and
(b) the representations and warranties of the Purchaser 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 on the Sellers or their Affiliates.