This excerpt taken from the PTA 8-K filed Nov 12, 2008.
The obligations of the Seller under this Agreement shall, at the option of the Seller, be subject to the satisfaction, of the following conditions:
9.1 Representations and Warranties. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects, other than those representations and warranties of Buyer contained herein that are qualified by materiality, which shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date.
9.2 Performance. Buyer shall have performed and complied with, in all respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Buyer at or before the Closing.
9.3 Officers Certificate. Buyer shall have delivered to the Seller a certificate of the Secretary or an Assistant Secretary of Buyer dated the Closing Date certifying that the conditions set forth in Sections 9.1 and 9.2 have been satisfied.
9.4 Orders and Laws. There shall not be in effect on the Closing Date any Court Order, law or regulation restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.
9.5 Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental Body necessary to permit Buyer, the Seller and the Company to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (iii) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Body necessary for the consummation of the transactions contemplated by this Agreement shall have occurred.