/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Letter_of_Intent/0.md
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Other Terms
Sellers would make comprehensive representations and warranties to Buyer and would provide comprehensive covenants, indemnities, and other protections for the benefit of Buyer. The consummation of the Possible Acquisition by Buyer would be subject to the satisfaction of various conditions required to be satisfied prior to Closing, which would include, but not be limited to, the following:
  1. Sellers will own 100% of the outstanding capital stock of the Company, and the Shares will be free and clear of all liens and encumbrances;
  2. There will have been no material adverse change in the business or financial condition of any Acquired Company;
  3. Buyer’s satisfactory environmental audit of all real properties owned or occupied by each Acquired Company;
  4. Between the date of the Definitive Agreement and the Closing, Sellers will cause the Acquired Companies to operate their business in the ordinary course and to refrain from any extraordinary transactions;
  5. The truth and accuracy of the representations and warranties of Sellers set forth in the Definitive Agreement;
  6. Sellers will have performed or complied in all material respects with all agreements required by the Definitive Agreement to be performed or complied with by them; and
  7. Such other conditions as are customary in transactions of this type.