This excerpt taken from the OC 10-Q filed Nov 2, 2007.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYERS
The obligations of the Buyers under this Agreement shall, at the option of the Buyers (to the extent permissible under applicable law), be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Section 9.1 No Misrepresentation or Breach of Covenants and Warranties. (i) The Selling Stockholders and their Affiliates shall have performed in all material respects their respective covenants and agreements required herein to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of the Selling Stockholders contained in Sections 5.1, 5.2, 5.3, 5.4(a), and 5.22 of this Agreement shall be true and correct when made on the Closing Date, as though made on the Closing Date; and (iii) the other representations and warranties of the Selling Stockholders contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true and correct on the Closing Date, as though made on the Closing Date (except to the extent that they expressly relate to an earlier date), except, in the case of clause (iii) for (A) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyers or any transaction specifically permitted by this Agreement and (B) breaches of representations and warranties which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to the Buyers a certificate to such effect, dated the Closing Date, signed on behalf of the Companies by a duly authorized officer of each of the Companies.
Section 9.2 HSR Act. The waiting period under the HSR Act shall have expired or been terminated.
Section 9.3 Competition Act Advance Ruling Certificate. Either: (a) the Commissioner of Competition appointed under the Competition Act shall have issued an advance ruling certificate under section 102 of the Competition Act with respect to the transactions contemplated by this Agreement, or (b) each of the parties hereto shall have filed all notices and information required under Part IX of the Competition Act and have satisfied any outstanding requests for additional information from the Commissioner and the applicable waiting periods and any extensions thereof shall have expired and the Buyers shall have been advised in writing by the Commissioner that the Commissioner has no present intention to make an application for an order under section 92 or 100 of the Competition Act in respect of all or any part of the transactions contemplated by this Agreement, and if any terms or conditions are attached to such written advice of the Commissioner, such terms and conditions shall be acceptable to the Buyers.
Section 9.4 No Restraint. There shall be no (i) Requirement of Law or (ii) injunction or restraining order issued by any court of competent jurisdiction and in effect which, in each case, restrains or prohibits any material transaction contemplated hereby or pursuant to a Seller Ancillary Agreement.
Section 9.5 Indebtedness. The Buyers shall have received evidence, reasonably satisfactory to them, of the pay-off, discharge or release of any indebtedness for borrowed money of any of the Companies and any Encumbrances relating thereto.
Section 9.6 Required Consents. The Selling Stockholders or the Companies, as applicable, shall have received all approvals and consent set forth on Schedule 9.6, in form and substance reasonably satisfactory to the Buyers, and no such consent or appeal shall have been revoked.