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(g) Compliance with FIRPIA. Sellers shall have provided the Buyer with a statement, in a form reasonably satisfactoryto the Buyer, pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Sellers are not foreign persons. (h) Material Adverse Effect From and after the date of this Agreement until the Closing Date, no event shall have occurred which has had a Material Adverse Effect. (i) Falcon Franchise Notice. Falcon shall have delivered to Buyer a notice that the condition set forth in the second sentence of Section 7.1(c) has been satisfied at least two (2) business days prior to the date scheduled for Closing. 7.2 Conditions to Obligations of Sellers. All obligations of Sellers at the Closing hereunder are subject to the fulfillment (or waiver at the option of Sellers) prior to or at the Closing of each of the following conditions: (a) Representations and Wm ami . As to the representations and warranties of Buyer set forth in Section 5, (1) those representations and warranties set forth in Section 5 which are expressly stated to be made solely as of the date of this Agreement or another specified date shall be true and correct in all material respects as of such date, and (2) all other representations and warranties shall be me and correct in all material respects at and as of the Closing as though made at and as of that time. (b) Covenants. Buyer shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by them prior to or at the Closing. (c) Hert-Scon-Rodino. The requisite waiting period underthe HSR Act shall have expired or been terminated, without the FTC or the Antitrust Division, as applicable, taking any action which has not been terminated or resolved. (d) Judgingt There shall not be in effect on the date on which the Closing is to occur my judgment, decree, order or other prohibition of a corm of competent jurisdiction having the force of law that would prevent the Closing, provided that Falcon and Sellers shall have used commercially reasonable efforts to prevent the entry of any such judgment, decree, order or other prohibition and to appeal as expeditiously as possible any such judgment, decree, order or other prohibition that may be entered. (e)"Deliveries. Buyershall have made or stand willing to make all the deliveries described in Section 8.3. (f) Release. Sellers shall have been released from any obligations they may have under the Debt Documents and Emtar Debt Documents, pursuant to documents in form and substance reasonably satisfactory to Sellers. ocotnnm n¢cinron 59