Environmental Condition. Except as set forth on [Schedule 4.11] to this Agreement, # to Parent and each Borrower’s knowledge, none of Parent’s or any of its Restricted Subsidiaries’ properties or assets has ever been used by Parent, any of its Subsidiaries, or previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # to Parent and each Borrower’s knowledge, after due inquiry, none of Parent’s or any of its Restricted Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, # neither Parent nor any of its Restricted Subsidiaries has received written notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by Parent or any of its Restricted Subsidiaries, except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and # neither Parent nor any of its Restricted Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

PUCT Condition. Notwithstanding anything to the contrary in Section 13, no amendment or modification of this Agreement shall be effective unless the process set forth in this Section 14 has been followed.

Condition Precedent. As a condition precedent to the obligations of the ​ to purchase the Company Shares, the ​ shall have conducted a due diligence review of the Company and its books and records to its full satisfaction and shall have delivered written confirmation of the same as set forth in Section 2.3 hereof.

Release Condition. Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Company’s payment of the Severance Benefit, the Pro-Rata Bonus, and the Benefit Continuation, the Employee must # execute a general release agreement in favor of the Company and its affiliates in such form as is acceptable to the Company within the 60-day period following the Qualifying Termination of Employment (but prior to the payment of the Severance Benefit) and # not timely revoke the general release agreement during any revocation period ending prior to the 60-day period pursuant to the terms of the general release agreement. If the Employee fails to satisfy the release condition set forth in this Section 1(b), the Employee shall be required to repay the Company, in cash, within five (5) business days after written demand made therefor by the Company, an amount equal to the Severance Benefit, Pro-Rata Bonus, and Benefit Continuation previously received by the Employee.

Environmental Condition. Except as set forth on [Schedule 4.12], # to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of,

Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:

​ has furnished to the Agent and each Bank, or filed with the Securities and Exchange Commission under EDGAR, copies of the following:

Financial Condition. The Borrower represents that, at the present time, it is not a party to any material pending or threatened litigation, nor a party to any proceeding or action for the assessment or collection of a material amount of additional taxes, and that it does not know of any material contingent liabilities not provided for or disclosed in the financial statements heretofore provided Lender. The Borrower also represents to Lender that the latest financial statements furnished heretofore to Lender fairly represent its financial condition for the period as of the date stated, all in accordance with generally accepted accounting principles consistently applied; and that no substantial adverse changes have occurred since the date of the last financial statement furnished to Lender.

Financial Condition. [[Organization B:Organization]] has delivered to [[Organization C:Organization]] copies of its most recent balance sheet, and the related statements of income, stockholders’ equity and changes in financial position for the year ending on the date indicated therein, audited by independent certified public accountants; such financial statements are true and correct, fairly present the financial condition of [[Organization B:Organization]] as of such date and have been prepared in accordance with GAAP as of the date hereof; there are no obligations, liabilities or indebtedness (including contingent and indirect liabilities and obligations or unusual forward or long term commitments) of [[Organization B:Organization]] which are not reflected in such financial statements; and no change having a material adverse effect has occurred in the financial condition or business of [[Organization B:Organization]] since the date of such financial statements.

Physical Condition. Except as set forth in the Physical Conditions Report, each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components relating to such Property are in good condition, order and repair in all material respects. Except as set forth in the Physical Conditions Report, there exists no structural or other material defects or damages in any Property, whether latent or otherwise, and none of the Borrowers has received notice from any insurance company or bonding company of any defects or inadequacies in any Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.