Common use of Conditions Precedent to Obligations of Purchaser Clause in Contracts

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that in the event of a breach of a representation or warranty the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (dc) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any No action, suit, or proceeding shall be pending or threatened before any Governmental Body that could reasonably be expected to court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on affect adversely the right of Purchaser to own the Purchased Shares Assets or to own and operate the Purchased Assets Business (and no such Order injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed counterpart to the Assignment and Assumption Agreement; (e) Seller shall have delivered, or caused to be delivered, to Purchaser a Xxxx of Sale; (f) [Reserved]Seller shall have delivered, or caused to be delivered, to Purchaser the Deed; (g) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed counterpart to the Offtake Agreement; (h) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed counterpart to the Transition Services Agreement; (i) Seller shall have delivered, or caused to be delivered, to Purchaser, a properly completed certificate described in Treasury Regulations Section 1.1445-2 dated on or before the Closing Date stating that Seller (or Seller’s regarded parent if Seller is a “disregarded entity” for U.S. federal income Tax purposes under Treasury Regulations §§ 301.7701-2 and 301.7701-3) is not a foreign Person; (j) if required by Purchaser, Seller shall have delivered, or caused to be delivered, to Purchaser an owner’s affidavit in form and substance reasonably acceptable to Seller and the Title Company, sufficient to issue to Purchaser the Title Policy at Closing free of any Liens, other than any purchase money liens created by Purchaser and the Permitted Exceptions; (k) a quit claim deed for the Owned Properties in conformance with the Survey; and (l) if prior to Closing all or part of the Purchased Assets are damaged or destroyed by any cause, Seller shall have assigned, transferred and set over to Purchaser any sums of insurance money paid for any such damage or destruction, and all Seller's right, title and interest in and to any insurance awards that may thereafter be made for such damage or destruction.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement and the Agency Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified as expressly relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement and the Agency Agreement to be performed or complied with by them it prior to the Closing Date; (c, provided, that the condition set forth in this Section 10.1(b) shall be deemed satisfied unless such failures to so perform or comply taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;forgoing effect; and (dc) there Seller shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any to Purchaser all of the transactions contemplated items required by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Agreement.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Seller and the Company contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller and the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents Company contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) the Seller and the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof; (e) Certificates representing 100% of the __________ Shares being sold hereunder shall have been, or shall at the Closing be, validly endorsed and delivered to the Escrow Agent to be held in accordance with the terms of the Escrow Agreement, free and clear of any and all Liens; (f) there shall not have been or occurred any Material Adverse Change; (g) the Seller and the Company shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a certificate signed form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by an authorized officer this Agreement and the Seller Documents, including resolutions of Sellerthe board of directors of the Company approving the terms of this Agreement and providing that, dated effective as of the Closing Date, certifying that or such later date as agreed to between the conditions contained in Sections 9.1(aCompany and its current officers, (i) the Company’s officers and 9.1(bdirectors shall resign and be duly replaced by the Purchaser’s Chief Executive Officer designee, who is Xxx Xxxxxxxxxxx Xxxxxxxx; (ii) have been fulfilledthe Company will cause the Purchaser’s director designee to be duly appointed, who are Xxx Xxxxxxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxxxx; (dh) the Seller will use its reasonable best efforts to ensure that the Company takes any and all necessary action until the expiration of the 10-day period beginning on the date of the filing of the Information Statement relating to a change in majority of directors of the Company with the Commission pursuant to Rule 14f-1 promulgated under the Exchange Act (“Information Statement”). (i) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller and the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (ej) there the Seller shall not be any actionhave entered into a Termination Agreement with the Company, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of in the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effectform annexed hereto as Exhibit 7.1(j); (fk) [Reserved]the Purchaser shall have received the written resignations of the Seller as an officer of the Company (l) the Seller shall enter into a new Employee Services Agreement and a Non-Executive Director Services Agreement, the forms of which are annxed hereto as Exhibits 7.1(k)(1) and 7.1(k)(2); (m) the Purchaser shall have received information satisfactory in its sole discretion to verify the accuracy of all financial information delivered by the Seller to the Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived in writing by Purchaser: 7.1 Approval of (i) the MoC of the transactions contemplated hereby, either by the transfer of the existing Licenses to Purchaser or the grant of new licenses that permit the Business to continue to be operated or the consent for the contemplated change of control (the "MoC Approval"), (ii) the Israeli Antitrust Commissioner of the transactions contemplated hereby (the "Antitrust Approval"), and (iii) any other material Governmental Authorization necessary to effect the transaction contemplated by this Agreement (the "Closing Regulatory Approvals"), shall have been duly obtained and shall be in whole full force and effect on the Closing Date. 7.2 No temporary restraining order, preliminary or permanent injunction, judgment or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in part force. 7.3 All of the covenants and obligations that the Company and/or Seller are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. 7.4 The following consents shall have been duly obtained: (i) the Lenders Bank Consent and (ii) the Institutional Lenders Consent and the Institutional Lenders loan agreement dated January 31, 2010, shall be cancelled, to the extent permitted by applicable Law):it relates to the Company and the Company shall be removed as a party from such agreement. (a) 7.5 Purchaser shall have received the representations and warranties of Seller set forth in this Agreement and in following documents, each of the Transaction Documents which shall be true in full force and correct in effect: (i) written resignations of all material respects as directors of the Closing Date as though made on and Company, effective as of the Closing Date, except that those representations ; and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any duly executed share transfer deed for transfer of the transactions contemplated by this Agreement Shares to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (the determination of whether the same are satisfied or not is in the sole reasonable discretion of the Purchaser and any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawpart): (a) the All representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Vendor contained herein shall be true and correct in all material respects as of the Closing Date as though made Effective Time on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller The Vendor shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Vendor on or prior to the Effective Time on the Closing Date; (c) The Purchaser shall have received been furnished with a certificate signed by an authorized officer of Seller, (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by an officer of the Vendor certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a8.1(a) and 9.1(b) have been fulfilled8.1(b); (d) there The Purchaser shall not be have obtained all consents and waivers referred to in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of Schedule 6.3 hereof with respect to the transactions contemplated by this Agreement or any of and the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there There shall not be have been or occurred any actionMaterial Adverse Change in the Business since the Balance Sheet Date; (f) The Vendor shall have obtained all consents and waivers referred to in Schedule 5.5 hereof, suitin a form reasonably satisfactory to the Purchaser, or proceeding pending or threatened before any Governmental Body that could reasonably be expected with respect to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, . (iig) cause No Legal Proceedings shall have been instituted or threatened or claim or demand made against either of the Vendor or the Purchaser or any of its Affiliates seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (h) The Vendor shall have furnished, or caused to be furnished, to Purchaser, in form and substance satisfactory to Purchaser, such certificates and other evidence as Purchaser may have reasonably requested as to the satisfaction of the conditions contained in this Section and as to such other matters relating to the representations, warranties, covenants and undertakings in this Agreement as Purchaser may reasonably request; (i) Consent Documents shall have been obtained in form and substance satisfactory to Purchaser in accordance with Section 9.3; (j) The Vendor shall have presented a form of opinion of the Vendor’s Solicitors in the form attached as Exhibit “D”; (k) The Purchaser shall have received duly executed copies of each of the documents enumerated in Schedule 9.1; (l) The Purchaser shall have been furnished with evidence of consents or discharges of security agreements registered against the Assets under the Personal Property Security Act (Ontario) or other applicable legislation as the Purchaser may reasonably require to give effect to the terms of this Agreement; (m) The Purchaser shall have received approval of its Board of Directors to consummate the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Agreement; (fn) [Reserved]The Purchaser shall have obtained financing specifically to fund the Purchase Price on terms and conditions acceptable to the Purchaser in its sole discretion; (o) Subject to the provisions of Section 8.3(c), the Purchaser shall have obtained all Permits required to operate the Business; and (p) The Purchaser shall have entered into purchase agreements with the Related Vendors and the Purchaser and Related Vendors shall have satisfied or waived all conditions precedent to consummating the transactions contemplated in such purchase agreements.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Applicable Law): (a) the representations and warranties of Seller Sellers set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date) and Purchaser shall have received a certificate signed by an authorized officer of Sellers (in form and substance reasonably satisfactory to Purchaser), dated the Closing Date, to such effect; (b) Seller Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of SellerSellers (in form and substance reasonably satisfactory to Purchaser), dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledto such effect; (dc) there shall not have been or occurred any event, change, occurrence or circumstance that has had or which could reasonably be expected to have a Material Adverse Effect since the Balance Sheet Date, provided that if there is an oral indication by the FDA that a factorial design study (being a study in effect on which the Closing Date any Order Darvocet-N XR Product is required to be compared against one or Law restrainingmore of its ingredients alone) may or will be required for FDA approval of the Darvocet-N XR Product, enjoining or otherwise prohibiting or making illegal the consummation of any of Purchaser shall not be obligated to consummate the transactions contemplated by this Agreement or any of unless there is a subsequent written indication by the Transaction Documents or FDA that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaserno such factorial design study is required, and if there is a written indication by the FDA that such factorial design study is required, then such written indication shall not be pending or threatened on a Material Adverse Effect; and (d) Purchaser shall have received the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result financing set forth in the issuance of any such Order or the enactmentCommitment Letters, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order which condition shall be in effect); deemed satisfied if Purchaser does not provide written notice to Sellers on or prior to three (f3) [Reserved];Business Days before the Bankruptcy Court's hearing with respect to the Bidding Procedures that such condition has not been satisfied.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (ai) the The representations and warranties of each Seller set forth contained in this Agreement and (other than as provided in each of the Transaction Documents subparagraph (ii) below) (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect set forth therein) shall be true and correct in all material respects correct, as of the Closing Date as though made on at and as of the Closing Date, except that those to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, and except further to the extent that are modified the facts or matters as to materiality which such representations and warranties are not so true and correct as of such dates, individually or contain in the aggregate, would not reasonably be expected to have a qualification referring to a “Material Adverse Effect” or any similar modification or qualification , (ii) the representation and warranty contained in the last sentence of Section 5.4(a) so far as such representation and warranty relates only to the Subscriber Lists, shall be true and correct in all respects as of said datesthe Closing Date as though made at and as of the Closing Date, and (iii) Purchaser shall have received a certificate signed by an authorized officer of each Seller, dated as of the Closing Date, to the foregoing effect; (b) Each Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) , except where the failure to have so performed or complied would not reasonably be expected to have a Material Adverse Effect, and Purchaser shall have received a certificate certificates signed by an authorized officer of each Seller, dated the Closing Date, certifying to the foregoing effect; (c) Sellers shall have delivered the Sellers' Pre-Closing Net Working Capital Adjustment Certificate and, if the Closing occurs after September 15, 2004, the Sellers' Cash Flow Adjustment Certificate to Purchaser; provided, however, that if Sellers fail to deliver the Sellers' Pre-Closing Net Working Capital Adjustment Certificate as provided for in Section 3.2(g) or the Sellers' Cash Flow Adjustment Certificate as provided for in Section 3.2(e), then Purchaser shall waive this condition and Sellers shall be obligated to consummate (assuming the satisfaction of the other conditions contained set forth in Sections 9.1(athis Article X) and 9.1(bthe Closing based on Purchaser's good faith estimate (to be delivered to Sellers within one (1) Business Day prior to the Closing) of the items that would have been fulfilled;set forth on the Sellers' Pre-Closing Net Working Capital Adjustment Certificate and the Sellers' Cash Flow Adjustment Certificate; and (d) there Sellers shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be all items set forth in effect); (f) [Reserved];Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, satisfaction on or prior to before the Closing Date, Date of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):conditions: (a) The Company and the Sellers shall have executed and delivered to Purchaser each document and instrument (including the title insurance policy) required to be executed and delivered by any of them pursuant to this Agreement, and shall have, or shall have caused to be, satisfied or complied with and performed in all respects all terms, covenants and conditions of this Agreement to be complied with or performed by any of them on or before the Closing Date. (b) All of the representations and warranties of Seller set forth made by the Company and the Sellers in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed the date thereof and complied in all material respects at the Closing Date with all obligations the same force and agreements required in this Agreement to be performed or complied with by them prior to effect as if such representations and warranties had been made at and as of, the Closing Date;. (c) Purchaser shall have received a certificate signed by an authorized officer completed its due diligence investigation of Sellerthe Company, dated its businesses and operations, and be satisfied, in its sole discretion, with the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;results thereof. (d) there Counsel to the Company and the Sellers shall not be in effect on have delivered to Purchaser a legal opinion dated the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could in form reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law acceptable to Purchaser or opining to the transactions contemplated by this Agreement or any of the Transaction Documents;matters set forth in Exhibit C hereto. (e) The Company's accounting firm shall have delivered a letter dated the Closing Date and addressed to Purchaser stating that to its knowledge that there shall are no pending audits or investigations involving the Company and that it has no reason to believe that the Financial Statements at and for the year ending December 31, 1996 do not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any fairly present the financial condition and operating results of the transactions contemplated by this Agreement or Company at and for the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];periods set forth therein.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Company set forth in this Agreement qualified as to materiality shall be true and correct in each of the Transaction Documents all respects, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects respects, and those not so qualified shall be true and correct in all material respects, on and as of said datessuch earlier date), and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) Seller the representations and warranties of the Common Stock Sellers and ACAS set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and Purchaser shall have received a certificate signed by each of the Common Stock Sellers and an authorized officer of ACAS, dated the Closing Date, to the foregoing effect, in each case solely as to its own representations and warranties hereunder; (c) the Company and the Sellers shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (e) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)been granted; (f) [Reserved]there shall not have been any event since the date of this Agreement that has had or would be reasonably expected to have a Material Adverse Effect; (g) each of Txxxxxxx X. Xxxxxx (“Swaldo”) and Wxxxxxx X.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Sellers and the Company contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Sellers and the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement the Sellers and in each of the Transaction Documents Company contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Sellers and the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by each Sellers certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a), 7.1(b) and 9.1(b7.1(c) have been fulfilledhereof; (de) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) there shall not have been or occurred any Material Adverse Change; (g) the Sellers and the Company shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the Seller Documents; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation the Purchaser shall have received the written resignations of any each director and officer of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Company; (fj) [Reserved];the Employment Agreements and Non-Competition Agreements shall have been executed; and (k) the Purchaser shall have received information satisfactory in its sole discretion to verify the accuracy of all financial information delivered by the Sellers to the Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillmentfulfillment or waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Seller set forth contained in this Agreement Article V that are not qualified by reference to materiality, Material Adverse Effect or similar language shall have been true and correct in each all material respects as of the Transaction Documents Effective Date and shall be true and correct in all material respects on and as of the Closing Date (except for representations and warranties which contemplate a different date which need only be true and correct in all material respects as of the Closing Date such date) as though such representations and warranties had been made on and as of such date, and each of the representations and warranties contained in Article V that are qualified by reference to materiality, Material Adverse Effect or similar language shall have been true and correct in all respects when made on the Effective Date and shall be true and correct in all respects on and as of the Closing Date, Date (except that those for representations and warranties that are modified as to materiality or contain which contemplate a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall different date which need only be true and correct in all respects as of said datessuch date) as though such representations and warranties had been made on and as of such date; (b) Seller shall have performed and complied in all material respects with all obligations covenants and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) Purchaser there shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) not have been fulfilledinstituted or threatened any Legal Proceeding to enjoin or otherwise prevent or prohibit the consummation of the transactions contemplated hereby, or any pending or threatened Legal Proceeding seeking material damages that relate to or arise out of this Agreement or the consummation of the transactions contemplated hereby or result or could result in a Material Adverse Effect; (d) there shall not all Required Regulatory Approvals will have been obtained and be in effect on as of the Closing Date any Order or Law restrainingDate, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could will be final and nonappealable, and will be in form and substance reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents acceptable to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there Purchaser shall not be any actionhave evidence reasonably satisfactory to Purchaser that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, suitreleased or waived, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)as appropriate; (f) [Reserved]between the Effective Date and the Closing Date, there will not have occurred any event, condition or circumstance that, individually or in the aggregate, has had a Material Adverse Effect that has not been cured by Seller or waived by Purchaser in accordance with this Agreement; (g) Seller shall have completed to Purchaser’s reasonable satisfaction all corrective actions required of Seller that are expressly required to be performed by Seller as a condition of Closing in the Schedules; (h) Seller shall have delivered or caused to be delivered each of the following documents, agreements, instruments and other deliverables: (i) a duly executed Xxxx of Sale, in the form attached hereto as Exhibit E; (ii) duly executed warranty deeds for the Owned Real Property in the form attached hereto as Exhibit F; (iii) a duly executed Assignment and Assumption Agreement in the form of Exhibit H hereto; (iv) a duly executed assignment and assumption of leases agreements for the Real Property Leases in forms reasonably acceptable to Purchaser; (v) motor vehicle titles, separate bills of sale for specific Purchased Assets as required by any applicable Legal Requirement, and all other documents as are reasonably necessary to transfer title to the Purchased Assets to Purchaser; (vi) a duly executed Non-foreign Affidavit as required by the Foreign Investors in Real Property Tax Act; (vii) a duly executed Indemnity Escrow Agreement in the form of Exhibit A hereto;

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Sellers contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) Purchaser there shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) not have been fulfilledor occurred any material adverse change in the business or operations of the Company; (de) the Sellers shall have obtained all consents and waivers referred to in Section 3.5(b) hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the Seller Documents; and (f) no legal proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company or any of its Subsidiaries, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order by a Governmental or Law Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];hereby.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement the Sellers qualified as to materiality or Material Adverse Effect shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects (other than the representations and warranties contained in (i) the first sentence of Section 3.1 (Organization and Qualification), (ii) Section 3.4 (Ownership and Transfer of Securities), (iii) Section 3.7 (Financial Advisors), (iv) the first sentence of Section 4.1 (Organization and Qualification), (v) Section 4.2 (Subsidiaries), (vi) Section 4.14 (Brokers), (vii) Section 4.18 (Capitalization), (viii) Section 4.22 (Related Party Transactions) and (ix) Section 4.24 (Certain Payments), which representations and warranties shall be true and correct), in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly speak as of an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller the Sellers and the Companies shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) there shall not have been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had, or would reasonably be expected to have, a Material Adverse Effect since the date of this Agreement; (d) Purchaser shall have received a certificate signed by an authorized officer of the Seller, in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b7.2(a)-(c) have been fulfilledsatisfied in all respects. (e) Purchaser shall have received the written resignations and release of claims to fees or expenses of each of the directors and officers of the Companies and Subsidiaries identified by Purchaser prior to Closing, each in form and substance reasonably satisfactory to Purchaser; (df) no Legal Proceedings shall have been instituted or threatened or claim or demand made against Purchaser by a Governmental Body, and there shall not be in effect on the Closing Date any Order or Law restrainingby a Governmental Body of competent jurisdiction, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated in each case, seeking to require divestiture by this Agreement Purchaser or any of its Affiliates of any material amount of the Transaction Documents assets and properties of the Companies or that could Subsidiaries; (g) the Sellers, the Companies or Subsidiaries shall have obtained those consents, waivers and approvals which are in order for the Companies and Subsidiaries to have continued use of their software licenses on the same terms and conditions as prior to the Closing, other than those consents, waiver and approvals with respect to software licenses, the absence of which would not have, or would not reasonably be expected to otherwise result have, a Material Adverse Effect, each in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents form satisfactory to Purchaser and copies thereof shall have been delivered to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;; and (eh) there Purchaser shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of have received the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be items listed in effect)Section 2.7; (f) [Reserved];

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Seller set forth the Sellers contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, and each of the Transaction Documents such representations and warranties not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects respects, in each case as of the Closing Date as though made on and as of the Closing Date, except that in each case for those representations and warranties that are modified address matters only as to materiality or contain of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification particular date (which shall be have been true and correct in all respects as of said datessuch date); (b) Seller The Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there There shall not be in effect on the Closing Date any Law or Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) The waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired, or early termination in respect thereof shall have been granted and any of the Transaction Documents required approvals or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaserclearances shall have been obtained, and there Purchaser shall not be pending or threatened have received the Permits set forth on Schedule 7.1(d) (which Purchaser agrees to use commercially reasonable efforts to obtain after the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsdate hereof); (e) there There shall not be have occurred any actionchange, suiteffect, circumstance or proceeding pending event that has had or threatened before any Governmental Body that could would reasonably be expected to (i) prevent consummation of any of have, individually or in the transactions contemplated by this Agreement or the Transaction Documentsaggregate, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect);Effect; and (f) [Reserved];The Sellers shall have delivered, or caused to be delivered, all of the items set forth in Section 3.5(b).

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) the Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsfurnished with all required certificates; (e) there shall not be have been or occurred any action, suit, material adverse change in the business or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any operations of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Company; (f) [Reserved];the Seller shall have obtained all required consents and waivers; and (g) no legal proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to (a) the fulfillmentperformance and observance, on in all material respects, by Seller of all covenants, warranties and agreements of this Agreement to be performed or observed by Seller prior to or on the Closing Date, of each (b) all of the following representations and warranties of Seller contained in this Agreement being true and correct in all material respects, (c) the fulfillment on or before the Closing Date of all other conditions (precedent to Closing benefiting Purchaser specifically enumerated in this Agreement, any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): its sole discretion, (ad) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; Purchaser having received no less than five (b5) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them Business Days prior to the Closing Date; , fully executed Tenant Estoppel Certificates from tenants (cincluding the Required Tenants) Purchaser occupying no less than eighty percent (80%) of the leased space at the Property and complying with the requirements set forth in Section 4.3 herein, (e) no unfavorable judgment, decree, injunction, order or ruling shall have received a certificate signed by an authorized officer been entered preventing the performance of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order this Agreement or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to PurchaserSeller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];no Violations (as hereinafter defined), the cost of which to remediate would exceed $250,000 in the aggregate, shall have been issued in writing against the Property after the date hereof and were not discoverable by Purchaser or Purchaser’s Representatives prior to the date hereof; provided that Seller shall have the right to adjourn the Scheduled Closing Date for up to thirty (30) days to satisfy the conditions set forth in this Section 4.4; provided, further, that if Seller exercises the right to adjourn the Scheduled Closing Date pursuant to this Section and/or Section 4.1.1(b), Seller may not adjourn the Scheduled Closing Date for more than thirty (30) days in the aggregate after taking into consideration an adjournment under Section 4.1.1(b).

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Seller and the Company contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller and the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents Company contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) the Seller and the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) Purchaser Certificates representing 100% of the Shares shall have received a certificate signed by an authorized officer of Sellerbeen, dated or shall at the Closing Datebe, certifying that validly delivered and transferred to the conditions contained in Sections 9.1(a) Purchaser, free and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation clear of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsall Liens; (e) there shall not be have been or occurred any actionMaterial Adverse Change; (f) the Seller and the Company shall have obtained all consents and waivers referred to in Section 4.7 hereof, suitin a form reasonably satisfactory to the Purchaser, or proceeding pending or threatened before any Governmental Body that could reasonably be expected with respect to (i) prevent consummation of any of the transactions contemplated by this Agreement and the Seller Documents; (g) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller and the Company, or the Transaction Documents, (ii) cause any Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated by this Agreement to be rescinded following consummationhereby, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order there shall not be in effect)effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (fh) [Reserved]the Purchaser shall have received the written resignations of each director and officer of the Company;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth Sellers contained in this Agreement (i) that are not qualified by materiality or Seller Material Adverse Effect or similar qualification shall be true and correct in each all material respects on and as of the Transaction Documents Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date as though made such earlier date, and (ii) that are qualified by materiality or Seller Material Adverse Effect or similar qualification shall be true and correct in all respects on and as of the Closing DateClosing, except that those to the extent expressly made as of an earlier date, in which case such representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datessuch earlier date, and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, to the foregoing effect; (b) Seller Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(aforgoing effect; (c) and 9.1(bthe Bidding Procedures Order (i) shall not have been fulfilledvoided, reversed or vacated or subject to a stay and (ii) shall not have been amended, modified or supplemented in any way, subject only to immaterial clarifications, without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; (d) there the Bankruptcy Court shall not be in effect on have entered an order (i) appointing a trustee or examiner with expanded powers or (ii) dismissing the Closing Date any Order Bankruptcy Cases or Law restraining, enjoining or otherwise prohibiting or making illegal converting the consummation of any Bankruptcy Cases to cases under Chapter 7 of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsBankruptcy Code; (e) there the Bankruptcy Court shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to have entered the Sale Order and the Sale Order shall (i) prevent consummation of be a Final Order, provided that Purchaser agrees to waive the requirement that the Sale Order become a Final Order unless (a) it reasonably and in good faith determines that waiving such condition would adversely impact it in any of material respect or (b) the transactions contemplated by this Agreement Sale Order has been voided, reversed or the Transaction Documentsvacated or is subject to a stay, (ii) cause not have been amended, modified or supplemented in any of the transactions contemplated by this Agreement way, subject only to immaterial clarifications, without Purchaser’s prior written consent, which shall not be rescinded following consummationunreasonably withheld, conditioned or delayed and (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in full force and effect); (f) [Reserved];Sellers shall have complied with and fulfilled the Wholesale Purchase Order in all material respects; and (g) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth contained in this Agreement shall be true and correct in each all material respects on and as of the Transaction Documents Closing Date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, provided, however, that this condition precedent to Closing shall be deemed satisfied unless the Closing Date as though made on and as failure of the Closing Date, except that those such representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be so true and correct in all material respects as would reasonably be expected to have, in the aggregate, a Material Adverse Effect; and Purchaser shall have received a certificate signed by an authorized officer of said dateseach , without personal liability to the executing officer, dated the Closing Date, to the effect that the condition set forth in this paragraph (a) has been satisfied; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Seller, without personal liability to the executing officer, dated on the Closing Date, certifying to the forgoing effect; and (c) the Parties shall have entered into a transition services agreement in form reasonably acceptable to Purchaser and Seller (the “Transition Services Agreement”) whereby Seller shall agree to provide Purchaser with certain transitional services and support necessary for the operation of the Purchased Assets and the employment of the Transferred Employees following the Closing, and provided the Transition Services Agreement has been approved by an order of the Bankruptcy Court that has become a Final Order, provided the conditions contained requirement of finality may be waived by mutual agreement of Seller and Purchaser. The parties acknowledge that Seller may retain certain limited rights to certain Purchased Assets, including without limitation the Microsoft AX software and related agreements, in Sections 9.1(a) order to facilitate its wind down of operations and 9.1(b) have been fulfilled;to complete other actions as may be reasonably necessary or desirable in connection with the administration of the bankruptcy case and Seller’s estate, and the Transition Services Agreement will reasonably provide for such services. (d) there Seller shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any to Purchaser all of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result items set forth in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Sellers set forth in this Agreement and in each of the Transaction Documents Article V (other than Fundamental Representations) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified (without giving effect to any qualifications or limitations as to materiality or contain a qualification referring to a “materiality”, “Material Adverse Effect” or any words of similar modification import set forth therein) as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except for those representations and warranties that address matters only as of a particular date need only be true and correct in all respects as of such date) except where the failure of the representations and warranties to be so true and correct would not, individually or qualification in the aggregate, have a Material Adverse Effect; provided, that the Fundamental Representations shall be true and correct in all respects as of said datesthe date of this Agreement and as of the Closing as though made at and as of the Closing (except to the extent such Fundamental Representations expressly relate to an earlier date, in which case such Fundamental Representations shall be true and correct in all respects as of such date) except for de minimis inaccuracies; (b) Seller Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser there shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) not have been fulfilledor occurred any event, change, occurrence or circumstance that has had or which could reasonably be expected to have a Material Adverse Effect since the date of this Agreement; (d) there shall not be the Sellers Closing Certificate, certifying to the effect that the conditions specified in effect Section 10.1(a), Section 10.1(b) and Section 10.1(c) have been satisfied, duly executed by an officer of each Seller, solely in such capacity on behalf of such Seller, dated as of the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsDate; (e) there shall not be in effect any action, suit, or proceeding pending or threatened before any Order by a Governmental Body that could reasonably be expected to of competent jurisdiction (iincluding the Bankruptcy Court) prevent restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect);hereby; and (f) [Reserved];subject to Section 7.7 and Section 8.8, all Purchased Contracts to be assumed by Purchaser shall have been assigned by the Sellers pursuant to Sections 363 and 365 of the Bankruptcy Code, and all Cure Amounts shall have been paid pursuant to Section 2.7 hereof.

Conditions Precedent to Obligations of Purchaser. (a) The obligation of the Purchaser to consummate purchase Eligible Program Contracts from the transactions contemplated by Seller pursuant to this Agreement is subject to the fulfillmentconditions precedent that the Purchaser shall have satisfactorily completed its due diligence review of the Seller and its operations and that the Purchaser shall have received the following, in form and substance satisfactory to the Purchaser, by the Closing Date, or such other date as may be specified for the receipt of such document or instrument by the parties. In the event Seller has not provided the following as set forth herein, a Seller Termination Event shall automatically occur. (i) The articles of incorporation of the Seller certified, as of a date no more than ten (10) days prior to the Closing Date, by the Secretary of State of Delaware. (ii) A good standing certificate from the State of Delaware, dated no later than ten (10) days prior to the Closing Date, and within twenty (20) days after the Closing Date ,from each state in which the Seller is required to qualify to do business as a foreign corporation, each of which shall be dated no later than thirty (30) days prior to the actual delivery date; (iii) A list of states in which the Seller is qualified to engage in business and has obtained a Sales Finance Company License or a collection agency license, and a copy of each Sales Finance Company License and collection agency license; (iv) A power of attorney from the Seller, in substantially the form of Exhibit D attached hereto, which power shall entitle the Purchaser certain irrevocable rights to effect the transfer of Sold Program Contracts, to effect the transfer and sale of the Financed Vehicles securing the Sold Program Contracts, to effect the transfer and release of any lien on any such Financed Vehicle, to recover proceeds under any Insurance Policy relating to the Sold Program Contracts, and to effect the sale of and recovery of proceeds with respect to the Purchased Assets; (v) A certificate of the Secretary or Assistant Secretary of the Seller (on which certificate the Purchaser may conclusively rely until such time as it shall receive from the Seller a revised certificate meeting the requirements of this subsection) certifying as of the Closing Date: (A) the names and true signatures of the officers authorized on its behalf to sign this Sale Agreement, the power of attorney and any Sale Assignment, (B) a copy of the Seller's articles of incorporation and bylaws, and (C) a copy of the resolutions of the board of directors of the Seller approving this Sale Agreement and the transactions contemplated hereby; (vi) An Officer's Certificate in the form of Exhibit E hereto; (vii) Acknowledgment copies of proper financing statements (Form UCC-1), duly filed with the appropriate Governmental Authorities, in respect of Sold Program Contracts naming the Seller as the debtor and the Purchaser as the secured party, or other similar instruments or documents as may be necessary or, in the opinion of the Purchaser, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Purchaser's ownership interests in all Sold Program Contracts; (viii) The favorable Opinion of Seller's outside counsel satisfactory to the Purchaser, in substantially the form of Exhibit F attached to this Agreement; (ix) The Seller's Contract Finance Program Guidelines; (x) A list of all Dealers, separated by state in which each Dealer is located, from which the Seller has purchased in any calendar month during the period January 1999 through January 2000 greater than one-half percent (0.5%) of the total dollar amount of Automobile retail installment sale contracts purchased during any such month, which list shall include, for each such calendar month during such period, the number of such Contracts purchased and the dollar amount of such Contracts purchased; (xi) A list and detailed description of material pending and threatened litigation to which the Seller or any of its Affiliates or assets may be subject; (xii) A copy of the balance sheet and related statements of income and retained earnings and changes in financial position of the Seller and its consolidated Subsidiaries for the year ended December 31, 1998, and the calendar quarter ended September 30, 1999, which either shall be audited statements or shall be certified by the Chief Financial Officer of the Seller as being true and correct and fairly reporting the financial condition and results of operations of the Seller and its consolidated Subsidiaries at and for the year and calendar quarter, respectively, then ended in accordance with generally accepted accounting principles consistently applied, and stating that the Seller and its Subsidiaries are paying their debts as they mature, and neither the Seller nor any Subsidiary has incurred debts beyond its ability to pay as they mature; and (xiii) Such other approvals, consents, opinions, documents and instruments, as the Purchaser may reasonably request in writing prior to the Closing Date, to be delivered by the Seller to the Purchaser at such time as reasonably requested by the Purchaser. Upon the receipt by the Purchaser of the items referred to in Paragraphs (i) through (xiii) of this Section 3.1(a) that are required to be delivered by the Seller to the Purchaser on or prior to the Closing Date, the Purchaser shall notify the Seller in writing that the conditions precedent to the effectiveness of each this Sale Agreement have been satisfied and that this Sale Agreement is effective as of the date and time specified in such notice. (i) Each Sale from the Seller to the Purchaser shall be subject to the following additional conditions precedent that on the related date of such Sale, the Seller shall have certified in the related Sale Assignment executed by the Seller and delivered to the Purchaser that (any or all of which may be waived by Purchaser except as specifically disclosed in whole such Sale Assignment or in part writing and specifically consented to by the extent permitted by applicable LawPurchaser, in its sole discretion): (aA) the The representations and warranties of the Seller set forth in this Agreement Sections 4.1 and in each of the Transaction Documents shall be 4.2 are true and correct in all material respects on and as of such date, before and after giving effect to such Sale and to the Closing Date application of the proceeds therefrom, as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datessuch date; (bB) No event has occurred which, with notice or the passage of time, would constitute a Seller Termination Event; (C) The Seller is in compliance with each of its covenants set forth herein; (D) The Scheduled Termination Date has not occurred; and (E) The Program Contract described in the Assignment and to which the Assignment relates is an Eligible Program Contract; (ii) The Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior taken such other actions, including delivery to the Closing Date;Purchaser of such approvals, consents, opinions, additional information with respect to the Seller, documents and instruments, as the Purchaser may reasonably request; and (ciii) The Purchaser or the Servicer acting as agent for and on behalf of the Purchaser shall have received a certificate signed by an authorized officer of from the Seller, dated in satisfactory form, the Closing Date, certifying that the conditions contained in Sections 9.1(afollowing: (A) The Contract File for each and 9.1(b) have been fulfilledevery Sold Program Contract; (dB) there The Seller's internally prepared checklist indicating that all required documentation and procedures with respect to the Seller's purchase of the Eligible Program Contract from a Dealer have been completed in accordance with the Seller's Contract Finance Program Guidelines; (C) The buy data for each and every Sold Program Contract setting forth all amounts paid (and with respect to Dealer participation, to be paid) by the Seller to the Dealer, together with such other information as may be reasonably requested by the Purchaser to evidence that the Dealers have been paid in full (excepting Dealer participation, which may be paid in installments) by the Seller for each and every Sold Program Contract; (D) A power of attorney from each named lienholder, if any other than Seller individually, on any Financed Vehicle, which power shall not be in entitle the Seller, with full right of substitution, certain irrevocable rights to effect the transfer of the Financed Vehicle or any lien on the Closing Financed Vehicle; and (1) For the first Sale Date any Order or Law restrainingoccurring after the forty-fifth (45th) day after the end of a calendar quarter, enjoining or otherwise prohibiting or making illegal a balance sheet and related statement of income, in conformity with the consummation requirements of any Section 3.1(a)(xii), at and for the year-to-date period ending on the last day of the transactions contemplated calendar quarter immediately preceding such Sale Date; (2) within one hundred twenty (120) days after the end of the Seller's fiscal year, commencing with the fiscal year ending December 31, 1999, a balance sheet as at the end of such year and the related statements of income and retained earnings and changes in financial position for the Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an audit report of a firm of independent public accountants of recognized national standing and membership of AICPA stating that such firm has audited the financial statements of the Seller and its consolidated Subsidiaries and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards and included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances and that the financial statements of the Seller and its consolidated Subsidiaries report the financial condition and results of operations of the Seller and its consolidated Subsidiaries at and for the years then ended in accordance with generally accepted accounting principles consistently applied, without a qualification arising out of the scope of the audit; and (3) with the delivery of each such financial statement, a certificate from the Chief Financial Officer of the Seller stating that the Seller and its Subsidiaries are paying their debts as they mature, neither the Seller nor any Subsidiary has incurred debts beyond its ability to pay as they mature, and there has not occurred any material adverse change in the financial condition or results of operations of the Seller or any Subsidiary since the date of the most recent financial statements delivered by the Seller to the Purchaser pursuant to either Section 3.1(a)(xii) of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effectSection 3.1(b)(iii)(E); (f) [Reserved];.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Seller set forth contained in this Agreement and in each of the Transaction Documents that are not qualified by materiality or Material Adverse Effect, shall be true and correct in all material respects as of the Closing Date as though if made on and as of the Closing DateDate (or, except that those representations if given as of a specific date, at and warranties that are modified as to of such date), and if qualified by materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification , shall be true and correct in all respects as of said datesthe Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date); (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) Purchaser there shall not have occurred a Material Adverse Effect; (d) Seller and shall have received a certificate signed by an authorized officer delivered to Purchaser in writing, at and as of Seller, dated the Closing Date, a certificate duly executed by Seller, in form and substance reasonably satisfactory to Purchaser and its counsel, certifying that the conditions contained in each of Sections 9.1(a8.1(a), (b) and 9.1(b(c) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentssatisfied; (e) there shall not be in effect any action, suit, or proceeding pending or threatened before any Order by a Governmental Body that could reasonably be expected to (i) prevent of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)hereby; (f) [Reserved]all Required Consents set forth on Schedule 8.1(f) shall have been obtained or made on terms and conditions reasonably satisfactory to Purchaser; (g) all consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, any Governmental Body required in connection with the execution, delivery or performance hereof and the transfer, if any, of all Permits shall have been obtained or made on terms and conditions reasonably satisfactory to Purchaser; and (h) Seller shall have made each of the closing deliveries set forth in Section 8.3 to Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Company and the Selling Stockholder set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing DateAgreement, except that those which representations and warranties that are modified as shall be deemed for purposes of this Section 8.1(a) not to include any qualification or limitation with respect to materiality or contain a qualification referring (whether by reference to a “Material Adverse Effect” or any similar modification or qualification otherwise), shall be true and correct in all respects at and as of said datesthe Closing except where the failure thereof to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, with the same effect as though such representations and warranties were made at and as of the Closing; (b) Seller the Company and the Selling Stockholder shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Law or Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the Amended and Restated Developer’s Royalty Agreement shall have been duly executed and validly delivered by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsSelling Stockholder; (e) there the Consulting Agreement between the Company, the Selling Stockholder and Comico Corporation shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)been terminated; (f) [Reserved]the Selling Stockholder shall have delivered the Certificates representing the Selling Stockholder Shares accompanied by a stock power for such shares; (g) all Contracts among the Company and its Affiliates, other than the Amended and Restated Developer’s Royalty Agreement, shall have been terminated; and (h) Purchaser shall have received reasonable assurance that the TABC shall be prepared to issue the Liquor Licenses required to be issued to the Company following the Closing.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate purchase the transactions contemplated by this Agreement is Shares at the Closing are subject to the fulfillment, on satisfaction at or prior to the Closing Date, of each of the following conditions (unless satisfaction of any or all of which may be such condition is expressly waived by Purchaser in whole or in part to the extent permitted by applicable LawPurchaser): (a) the The representations and warranties of Seller set forth contained in this Agreement and in each of the Transaction Documents Article II shall be true and correct accurate in all material respects as of the Closing Date as though made on date hereof and as of the Closing DateDate as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification which shall be true and correct accurate in all material respects as of said datessuch date); (b) Seller shall have performed and complied with, in all material respects with respects, all obligations and agreements required in by this Agreement to be performed or complied with by them it prior to or at the Closing DateClosing; (c) Purchaser No Proceeding by any Governmental Authority shall have received a certificate signed be pending which seeks to prohibit or declare illegal the transactions contemplated by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained this Agreement and no Law or Judgment shall be in Sections 9.1(a) and 9.1(b) have been fulfilledeffect having any such result; (d) there shall not be in effect on All Consents and Permits the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal granting of which is required for the consummation of any of the transactions contemplated by this Agreement or any Agreement, including without limitation the Consent of the Transaction Documents Iowa Commission and any Permits or that could reasonably be expected to otherwise result in a material diminution Consents for officers and directors of Purchaser from the benefits Iowa Commission, shall have been obtained and all waiting periods specified under applicable Laws and all extensions thereof, the passing of which is necessary for such consummation, including without limitation, the transactions contemplated by this Agreement waiting period under the HSR Act, shall have expired or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsbeen terminated; (e) there Seller shall not be any actionhave contributed to the Subject Company all of Seller's interest in and title to the Xxxx Xxxxxxxxx Riverboat, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation in accordance with the provisions of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Section 5.2; (f) [Reserved]Seller shall have delivered certificates for the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser good title to the Shares; (g) Purchaser shall have received from Seller a certificate, signed by an appropriate officer of Seller, as to the satisfaction of the conditions set forth in paragraphs (a) and (b) of this Section 6.1; (h) Purchaser shall have completed the refinancing of its first mortgage notes on terms reasonably acceptable to Purchaser and such refinancing shall provide funds, after giving effect to the other uses of proceeds thereof, that will, according to the reasonable judgment of Purchaser, be in an amount at least equal to the Estimated Purchase Price; and (i) From and including the date hereof until the Closing Date, there shall not have occurred any event, change, circumstance, condition or effect that shall have caused a Material Adverse Effect with respect to the Subject Company or the Xxxx Xxxxxxxxx Riverboat.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) except for the representations and warranties of Seller set forth in this Agreement and in each of Fundamental Provisions applicable to the Transaction Documents Sellers, which shall be true and correct in all material respects respects, the representations and warranties of the Sellers set forth in this Agreement shall be true and correct at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that in the event of a breach of any representation or warranty (other than a Fundamental Provision), the condition set forth in this Section 9.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together results in a Material Adverse Effect; (b) Seller the Sellers shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) there shall not be any Legal Proceeding pending or any Order in effect, in each case by a Governmental Body of competent jurisdiction, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) since the date hereof no Material Adverse Effect shall have occurred with respect to the Business; (e) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, Date signed on behalf of each Seller certifying that the conditions contained set forth in Sections Section 9.1(a) and 9.1(b) have been fulfilledsatisfied; (df) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (eg) there the Sellers shall not be any action, suithave delivered, or proceeding pending caused to be delivered, to Purchaser signed copies in escrow of the Transition Services Agreement, the Local Share Transfer Agreements and the Local Asset Agreements, each to be released from escrow or threatened before otherwise effective simultaneously with the Closing with no further action by any Governmental Body that could reasonably be expected to Seller; (h) IMIM shall have notarized the Local Share Transfer Agreement for the Shares of Iron Mountain Digital GmbH; (i) prevent consummation of any Purchaser shall have received executed copies of the transactions contemplated by this Agreement or Transferred Asset Agreements; (j) the Transaction Documents, (ii) cause any Sellers shall have delivered evidence reasonably satisfactory to Purchaser of the transactions contemplated by this Agreement to resignation or removal of those officers and directors of each Company will not be rescinded following consummationcontinuing officers and directors of such Company immediately after Closing, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effectconsistent with Schedule 8.11(f); (fk) [Reserved]Purchaser shall have received a completed certification pursuant to Section 1.1445-2 of the Treasury regulations duly executed by IMIM that it is not a foreign person; (l) Purchaser shall have received evidence of the discharge under Parent’s senior secured credit facility of any Liens on the Shares, Transferred Assets or Permitted Assets; and (m) the Sellers shall have delivered such other Ancillary Agreements as Purchaser reasonably requests.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) the all representations and warranties of Seller set forth in this Agreement and in each the Company contained herein (as modified by the Company Disclosure Schedule delivered as of the Transaction Documents date hereof, without giving effect to any update delivered as provided in Section 6.12) shall be true and correct in all material respects correct, as of the Closing Date as though made on and as of the Closing Date, Date (except to the extent that those such representations and warranties that are modified expressly relate to a specified earlier date, in which case such representations and warranties shall speak as of such date) without giving effect to any materiality or contain Material Adverse Effect qualifications contained therein; provided, however, that the condition set forth in this Section 7.2(a) shall be deemed satisfied so long as all failures of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to result in a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(aSection 7.2(a) and 9.1(bSection 7.2(b) have been fulfilledhereof; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;[intentionally omitted] (e) there shall not be have been or occurred any action, suit, event or proceeding pending or threatened before any Governmental Body condition that could would reasonably be expected to have a Material Adverse Effect; (if) prevent consummation No Legal Proceeding shall be pending (or, in the case of Legal Proceedings in which a Governmental Body is, or is threatened to become, a party, threatened) against the Purchaser, any of the Purchased Companies or any of their Subsidiaries, and no Legal Proceeding in which any resulting Liability would be an Assumed Liability shall be pending (or, in the case of Legal Proceedings in which a Governmental Body is, or is threatened to become, a party, threatened) against the Company, that in any case seeks to restrain or prohibit, or obtain substantial damages with respect to, the transactions contemplated by this Agreement, in each case except for any Legal Proceeding of the type described in clause (e) of the definition of “Material Adverse Effect”; (g) the Company shall have provided the Purchaser with certificates issued by each Purchased Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) and the Company shall have provided proper notice to the U.S. Internal Revenue Service of the issuance of each such certificate pursuant to Treasury Regulation Section 1.897-2(h)(2); (h) the Purchaser shall have received the written resignations of each director of each Purchased Company; (i) the individuals set forth on Schedule 7.2(i) shall have executed and delivered non-competition agreements (the “Non-Competition Agreements”), in substantially the form attached hereto as Exhibit B, and such agreements shall be in full force and effect; (j) the Company shall have provided Purchaser with evidence, reasonably satisfactory to Purchaser, as to the termination of the 401(k) Plans and the Terminated Company Plans in accordance with Section 6.14(a); (k) none of the individuals identified on Schedule 7.2(k) shall have ceased to be employed by the Purchased Companies, or shall have directly expressed an intention to terminate his employment with the Purchased Companies. All of such individuals shall have accepted offers of employment with Purchaser and none of such individuals shall have withdrawn or otherwise terminated or directly expressed any intention to withdraw or otherwise terminate such acceptances; and (i) If the Closing occurs within ninety (90) days from the date of this Agreement, the Purchased Companies and their Subsidiaries, taken together as a whole, shall have on the date that is five (5) days prior to the Closing Date (the “Measurement Date”) (a) a cash balance equal to or greater than Thirteen Million Dollars ($13,000,000) (the “Initial Cash Target”), (b) a Working Capital balance equal to or greater than Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) (the “Initial Working Capital Target”), and (c) Debt equal to or less than Twenty Three Million Dollars ($23,000,000) (the “Initial Debt Target”). The foregoing condition shall also be deemed satisfied if the sum of: (1) the amount by which the Initial Cash Target exceeds the amount of the cash balance at the Measurement Date; plus (2) the amount by which the Initial Working Capital Target exceeds the Working Capital at the Measurement Date; plus (3) the amount by which the Debt at the Measurement Date exceeds the Initial Debt Target does not exceed One Million Dollars ($1,000,000). (ii) If the Closing occurs after ninety (90) but within one hundred twenty (120) days from the date of this Agreement (a “Delayed Closing”), the Company shall determine the amount of the cash balance, Working Capital and Debt of the Company, the Purchased Companies and their Subsidiaries, taken together as a whole, as of the date that is eighty five (85) days from the date of the Agreement (the “Baseline Date”). (A) In the event of a Delayed Closing, if on the Baseline Date, the (1) cash balance is equal to or greater than the Transaction DocumentsInitial Cash Target, (2) the Working Capital balance is equal to or greater than the Initial Working Capital Target, and (3) Debt is equal to or less than the Initial Debt Target, then the “New Cash Target” shall equal the Initial Cash Target, the “New Working Capital Target” shall equal the Initial Working Capital Target and the “New Debt Target” shall equal the Initial Debt Target. (B) In the event of a Delayed Closing, if on the Baseline Date, (1) the (x) cash balance is less than the Initial Cash Target, (y) the Working Capital balance is less than the Initial Working Capital Target, or (z) Debt is in excess of the Initial Debt Target, and (2) the amount by which, on the Baseline Date, the sum of the amounts by which (x) the Initial Cash Target exceeds the cash balance, (y) the Initial Working Capital Target exceeds the Working Capital and (z) the Debt exceeds the Initial Debt Target (the “Baseline Date Shortfall”) does not exceed One Million Dollars ($1,000,000), then (i) the “New Cash Target” shall equal the lesser of (x) the cash balance on the Baseline Date and (y) the Initial Cash Target, (ii) cause any the “New Working Capital Target” shall equal the lesser of (x) the transactions contemplated by this Agreement to be rescinded following consummationWorking Capital balance on the Baseline Date and (y) the Initial Working Capital Target and (iii) the “New Debt Target” shall equal the greater of (x) the Debt on the Baseline Date and (y) the Initial Debt Target. (C) In the event of a Delayed Closing, if on the Baseline Date, (1) the (x) cash balance is less than the Initial Cash Target, (y) the Working Capital balance is less than the Initial Working Capital Target, or (z) Debt is in excess of the Initial Debt Target, and (2) the Baseline Date Shortfall exceeds One Million Dollars ($1,000,000), then the “New Cash Target,” the “New Working Capital Target” and the “New Debt Target” shall be determined by adjusting the actual amounts of the cash balance, Working Capital balance and Debt as of the Baseline Date by an aggregate amount of $1,000,000, pro rata in proportion to the amount by which such actual amounts contributed to the amount of the Baseline Date Shortfall. (iii) In the event of a Delayed Closing, the Purchased Companies and their Subsidiaries, taken together as a whole, shall have a Seller Material Adverse Effect on the right Measurement Date, (i) a cash balance equal to or greater than the New Cash Target, (ii) a Working Capital balance equal to or greater than the New Working Capital Target, and (iii) Debt equal to or less than the New Debt Target. The condition set forth in this Section 7.2(l)(iii) shall also be deemed satisfied if the sum of Purchaser to own (1) the Purchased Shares or to own and operate amount by which the Purchased Assets New Cash Target exceeds the amount of the Company’s cash balance at the Measurement Date, plus (and no such Order shall be in effect2) the amount by which the New Working Capital Target exceeds the Company’s Working Capital at the Measurement Date, plus (3) the amount by which the Company’s Debt at the Measurement Date exceeds the New Debt Target does not exceed Five Hundred Thousand Dollars ($500,000);. (fiv) [Reserved];In the event Closing occurs more than one hundred twenty (120) days following the date of this Agreement, the conditions set forth in this Section 7.2(l) shall not be applicable.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in writing in whole or in part to the extent permitted by applicable Law): (a) Other than such breaches that have not had and would not have a Closing Date MAE, the representations and warranties of the Seller set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date (without regard to any supplement or amendment to the Schedules pursuant to Section 7.11) as though made on and as of the Closing Date, except that those to the extent such representations and warranties that by their terms are modified made only as of an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said dates; such earlier date (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement without regard to be performed any supplement or complied with by them prior amendment to the Closing Date; (cSchedules pursuant to Section 7.11) and the Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying to the foregoing effect and specifying what breaches exist that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilleddo not cause a Closing Date MAE; (db) Other than such breaches that have not had and would not have a Closing Date MAE, each of the Company and the Seller shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date and the Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect and specifying what breaches exist that do not cause a Closing Date MAE; (c) there shall not be in effect on the Closing Date any Law or Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any the transactions contemplated hereby; (d) the Seller shall have delivered, or caused to be delivered, to Purchaser each of the documents and instruments and other items required to be delivered at the Closing pursuant to Section 2.3(a) including the stock certificates representing the Shares, duly endorsed in blank or accompanied by duly stamped and executed stock transfer powers or instruments; (e) if (i) a filing under the HSR Act is required in connection with the transactions contemplated by this Agreement Agreement, any waiting period applicable to such transactions under the HSR Act (and any similar Law enforced by any Governmental Antitrust Entity regarding pre-acquisition notifications for the purpose of competition reviews) shall have expired or any of the Transaction Documents early termination shall have been granted, or that could reasonably be expected to otherwise result in a material diminution of the benefits of (ii) the transactions contemplated by this Agreement or any of hereby are consummated pursuant to a consent order with the Transaction Documents to PurchaserAntitrust Division, and there the required approval from the Antitrust Division under the consent order shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;have been obtained; and (ef) there shall not be have occurred any actionevent, suitchange, occurrence or proceeding pending circumstance that has had or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) would have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Closing Date MAE.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth the Sellers contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality (disregarding any “materiality” or contain a qualification referring to a “Seller Material Adverse Effect” or any similar modification or qualification qualifications contained therein) shall be true and correct in all respects as of said datesthe Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), except where the failure to be so true and correct has not, individually or in the aggregate, had and would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) Seller except for Permitted Exceptions, Liens and Liabilities for Assumed Non-Income Taxes and Assumed Liabilities, the Sellers shall have performed and complied with all requirements and obligations necessary to transfer the Purchased Assets to Purchaser free and clear of all Liens and Liabilities and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (c) the Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled;forgoing effect; and (d) there the Sellers shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any to Purchaser all of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result items set forth in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to (a) the fulfillmentperformance and observance by Seller of all covenants, on warranties and agreements of this Agreement to be performed or observed by Seller prior to or on the Closing Date, of each (b) all of the following representations and warranties of Seller contained in this Agreement being true and correct in all material respects, (c) Seller having obtained all consents and approvals, if any, required for the consummation of the transactions contemplated by this Agreement, (d) the fulfillment on or before the Closing Date of all other conditions precedent to Closing benefiting Purchaser specifically enumerated in this Agreement (including, without limitation, receipt of Tenant Estoppel Certificates as set forth in Section 4.3), any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): its sole discretion, and (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (be) Seller shall have performed delivered to Purchaser either (x) a certificate (the “Clearance”) from the Illinois Department of Revenue (“IDR”) stating that no assessed but unpaid tax, penalties or interest are due under 35 ILCS 5/902(d) and complied in all material respects with all obligations and agreements required in this Agreement 35 ILCS 120/5j (collectively, the “Acts”), (y) a notice (such notice as the same may be revised, the “Withholding Notice”) from IDR setting forth the amount to be performed withheld by Purchaser from the amount due Seller at the Closing to pay any taxes that may be due under the Acts (the “Withheld Amount”) or complied (z) a certificate issued by Seller whereby Seller agrees to indemnify, protect, and hold Purchaser harmless against and from any and all actual liabilities, penalties, or late charges which may be imposed upon or incurred by Purchaser as a result of Seller’s failure to pay any taxes required by the Acts in connection with sale of the Property. Any such indemnity shall expire immediately upon the delivery by them Seller to Purchaser of the Clearance. If Seller delivers the Withholding Notice to Purchaser, then at the Closing the Withheld Amount shall be withheld from the amount due Seller at the Closing and shall be deposited with Escrowee. If IDR issues a subsequent Withholding Notice to Seller after the Closing that all or any part of the Withheld Amount is due and payable to IDR, Seller shall deliver a copy of such Withholding Notice to Purchaser and Escrowee, and unless IDR issues the Clearance within 90 days after the Closing, Escrowee shall disburse to IDR the Withheld Amount indicated on the last Withholding Notice issued by IDR prior to the Closing Date; (c) expiration of such 90-day period and disburse to Seller any excess Withheld Amount being held by Escrowee. Seller shall be obligated to pay any amount due IDR in excess of the Withheld Amount and Seller shall indemnify and hold harmless Purchaser shall have received a certificate signed by an authorized officer of Sellerfrom any unpaid tax, dated penalties or interest due under the Acts. If IDR issues the Clearance to Seller after the Closing Datebut prior to disbursement in accordance with the terms of this paragraph, certifying that Seller shall deliver a copy of such Clearance to Purchaser and Escrowee, and upon Seller’s sole direction Escrowee shall disburse the conditions contained in Sections 9.1(aWithheld Amount to Seller provided Escrowee notifies Purchaser of its intent to disburse the Withheld amount to Seller no less than two (2) and 9.1(b) have been fulfilled; (d) there Business Days prior to such disbursement. If the Clearance is not delivered on or prior to the Closing, the provisions of this paragraph shall not be in effect on survive the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal until the consummation earlier of any (x) delivery to Seller and Purchaser of a copy of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummationClearance, or (iiiy) have a Seller Material Adverse Effect disbursement by Escrowee of the Withheld Amount indicated on the right last Withholding Notice issued by IDR prior to the expiration of Purchaser to own 90-day period after the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Closing.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser and Issuer to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Seller set forth in this Agreement Section 5.1 (Organization and in each Good Standing), Section 5.2 (Authorization of the Transaction Documents Agreement), 5.3 (other than clause (a)(ii) or insofar as it relates to clause (a)(ii), clause (vi)) (Conflicts; Consents of Third Parties), 5.5 (No Undisclosed Liabilities), 5.18 (Investment Representations) and 5.19(a) (Absence of Certain Changes) shall be true have been true, correct and correct in all material respects complete when made and as of the Closing Date Date, as though made on and as of the Closing DateDate (except to the extent any such representation and warranty is expressly made as of an earlier date, except that those in which case such representation and warranty need only be so true, correct and complete as of such earlier date). The other representations and warranties that are modified as of Seller set forth in Article V shall have been true, correct and complete (without giving effect to materiality 51 any limitation or contain a qualification referring to a “on any representation or warranty indicated by the words "Material Adverse Effect” " or any similar modification or qualification shall be true "material") when made and correct in all respects as of said dates;the Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as of an earlier date, in which case such representation and warranty need only be so true, correct and complete as of such earlier date), and except in each case where the failure of any such representations and warranties to be so true, correct and complete, individually and in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. (b) Seller shall have performed and complied in all material respects performed and complied with all obligations and agreements required in this Agreement to be performed or complied with by them it on or prior to the Closing Date;. (c) Purchaser Seller shall have received furnished to Purchaser a certificate dated the Closing Date and signed by an authorized executive officer of Seller, dated Seller to the Closing Date, certifying effect that the conditions contained precedent set forth in Sections 9.1(a10.1(a) and 9.1(b(b) have been fulfilled;satisfied. (d) The Purchased Assets shall be free and clear of all Liens other than Permitted Exceptions. (e) (i) there shall not be in effect on any pending or threatened Legal Proceeding, whether by a Governmental Body or any other person or entity, seeking to enforce Section 7 of the Closing Date any Order or Law restrainingXxxxxxx Antitrust Act, enjoining 15 U.S.C § 18 or otherwise prohibiting any law, regulation statute or making illegal the consummation act of any state concerning competition, antitrust, consumer protection, unfair competition, or trade practices, the result of which could permanently or temporarily enjoin the closing of the transactions contemplated by this Agreement Transactions or any of the Transaction Documents or that could otherwise reasonably be expected to otherwise result in a material diminution limit or adversely affect Purchaser's ability effectively to exercise full rights of ownership of the benefits Purchased Assets, (ii) none of the transactions contemplated by parties hereto or any of their Affiliates shall have received written notice from any Governmental Body of (A) its intention to institute any Legal Proceeding to restrain, enjoin or nullify this Agreement or the Transactions or to commence any investigation of, or into the consummation of, the Transactions, or (B) the actual commencement of the Transaction Documents to Purchasersuch a Legal Proceeding, and (iii) there shall not be any pending or threatened on the Closing Date any action in, before or Legal Proceeding by any Governmental Body that could reasonably be expected to result in limit or adversely affect Purchaser's ability effectively to exercise full rights of ownership of the issuance Purchased Assets, and (iv) no action shall have been taken, and no statute, rule, regulation or order shall have been promulgated or enacted by any Governmental Body, which would prevent or make illegal the consummation of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated hereby or thereby. (f) reserved. (g) No fewer than 75% of the Employees set forth on the Employee List who have received offers of employment from Purchaser prior to the Closing Date shall have accepted Purchaser's offer of employment. (h) Purchaser shall have received all consents from third parties required by Section 365 of the Bankruptcy Code in connection with this Agreement and the other Purchaser Documents and Seller Documents and the Transactions. (i) (i) No payment Default or any Event of Default (each as defined in the DIP Credit Agreement as in effect on the date of this Agreement) shall have occurred since the date of this Agreement, (ii) the aggregate amount of outstanding Tranche A Loans (as defined in the DIP Credit Agreement and, in the case of such Tranche A Loans and the DIP Credit Agreement, as in effect on the date of this Agreement) shall not exceed $43,077,000 at the Closing Date, and (iii) at no time since the date of the Transaction Documents;DIP Credit Agreement shall Seller and Holdings have borrowed (in the aggregate) an outstanding amount in excess of the Tranche A Borrowing Base as of such time (it being understood that any amendment to the DIP Credit Agreement that results in a change in the values set forth in Section 10.1 shall result in a corresponding re-calculation of such values). (ej) there Seller’s gross accounts receivable balance (calculated in accordance with GAAP applied on a consistent basis with the methodologies used in the Approved Budget (as defined in the DIP Credit Agreement as in effect on the date of this Agreement) and gross of any unapplied cash), shall not be less than $39,000,000 and cannot exceed $45,000,000 at the Closing Date, and (a) at least sixty percent (60%) of the aggregate Cut-Off Date Claim Amount (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) represents Current Accounts (as defined Hilco Purchase Agreement as in effect on the date of this Agreement); (b) at least fifteen percent (15%) of the aggregate Cut-Off Date Claim Amount (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) represents Accounts (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) which are at least one (1) day but not more than thirty (30) days past due; (c) not more than fifteen percent (15%) of the aggregate Cut-Off Date Claim Amount (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) represents Accounts (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) which are more than thirty (30) days past due, but not over sixty-one (61) days past due; and (d) not more than ten percent (10%) of the aggregate Cut-Off Date Claim Amount (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) represents Accounts (as defined Hilco Purchase Agreement as in effect on the date of this Agreement) which are over sixty-one (61) days past due. Further, any actionunapplied cash in transit at Closing shall be provided to Hilco pursuant to the Hilco Purchase Agreement. (k) Seller’s gross inventory level (calculated in accordance with GAAP applied on a consistent basis with the methodologies used in the Approved Budget (as defined in the DIP Credit Agreement as in effect on the date of this Agreement)) shall not exceed $24,000,000 and cannot be less than $20,000,000, suitand the total of Plastic Suppliers’ inventory cannot exceed $75,000 at the Closing Date. (l) No breach of the Letter Agreements shall have occurred since the date of this Agreement and the representations and warranties contained in Section 7 therein shall be true and correct as of the Closing. (m) Seller shall have delivered, or proceeding pending or threatened before any Governmental Body that could reasonably caused to be expected delivered, to Purchaser all of the items set forth in Section 4.2. (in) prevent The consummation of any of the transactions contemplated by this the Hilco Purchase Agreement shall have occurred or will be occurring simultaneously with the Transaction Documents, Closing. (iio) cause any The consummation of the transactions contemplated by this the Inventory Purchase Agreement to shall have occurred or will be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on occurring simultaneously with the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Closing.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):conditions: (a) the representations and warranties of Seller set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing DateDate and Purchaser shall have received copies of such board and shareholders’ resolutions of Seller (if applicable) approving this Agreement and the transactions contemplated hereby; (c) Purchaser (i) no Legal Proceedings shall have received been instituted against Seller or Purchaser seeking to substantially restrain or prohibit the consummation of the transactions contemplated hereby, and (ii) no written legal threat thereof shall be outstanding which is reasonably likely to be successful, provided that, if such threat is not reflected in actual Legal Proceedings within 14 days after such threat is made, then the existence of such threat may not be deemed to be a certificate signed by an authorized officer failure of Sellera closing condition to be satisfied, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (diii) there shall not be in effect on the Closing Date any Order by or Law any objection from a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal objecting to the consummation of any of the transactions contemplated by hereby; (d) the parties hereto shall have obtained the approval of the Israel Antitrust Authority, the Ministry of Defense (including an approval that allows Purchaser to use the MOD IP after Closing (subject to receipt of specific consent from the MOD with respect to each particular customer)), the Investment Center and any other consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits performance of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could herein all in a form reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law satisfactory to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsand Seller; (e) there at least 70% of those Employees listed in Schedule 9.1(e) that have been identified by Purchaser as Target Employees shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected have consented to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)becoming Transferred Employees; (f) [Reserved]at least 80% of those Employees listed as Group A of Schedule 9.1(f) that have been identified by Purchaser as Target Employees and at least 80% of those Employees listed as Group B of Schedule 9.1(f) that have been identified by Purchaser as Target Employees, shall have shall have consented to becoming Transferred Employees; (g) Seller shall have delivered a copy of the Audited Business Financials described in Section 7.10. (h) Seller shall have delivered copies of the Third Party consents under the Contracts for Subcontracting listed in Schedule 9.1(h), under the Material Purchased Intellectual Property Licenses (or procurement of new licenses described in Section 2.1(d) which Seller shall use best efforts to obtain), and any other consents received under other Purchased Intellectual Property Licenses.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Sellers contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by each Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a8.1(a), 8.1(b) and 9.1(b8.1(c) have been fulfilledhereof; (de) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) there shall not have been or occurred any Material Adverse Change; (g) the Sellers shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation the Purchaser shall have received the written resignations of any each director of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Company; (fj) [Reserved]the Consulting Agreements shall have been executed by the Company and each of Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxxx and the Company; (k) the Lock-Up Agreement in the form of Exhibit A shall have been executed by each of the Sellers other than Xxxxxxxx Xxxxx and Xxxx Xxxxxx; and (l) all due diligence by the Company shall have been completed.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (the determination of whether the same are satisfied or not is in the sole reasonable discretion of the Purchaser and any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawpart): (a) the All representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Vendors contained herein shall be true and correct in all material respects as of the Closing Date as though made Effective Time on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller The Vendors shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them Vendors on or prior to the Effective Time on the Closing Date; (c) The Purchaser shall have received been furnished with a certificate signed by an authorized officer of Seller, (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by an officer of the Vendors certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a8.1(a) and 9.1(b) have been fulfilled8.1(b); (d) there The Purchaser shall not be have obtained all consents and waivers referred to in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of Schedule 6.3 hereof with respect to the transactions contemplated by this Agreement or any of and the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there There shall not be have been or occurred any actionMaterial Adverse Change in the Business since the Balance Sheet Date; (f) The Vendors shall have obtained all consents and waivers referred to in Schedule 5.5 hereof, suitin a form reasonably satisfactory to the Purchaser, or proceeding pending or threatened before any Governmental Body that could reasonably be expected with respect to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, . (iig) cause No Legal Proceedings shall have been instituted or threatened or claim or demand made against either of the Vendors or the Purchaser or any of its Affiliates seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (h) The Vendors shall have furnished, or caused to be furnished, to Purchaser, in form and substance satisfactory to Purchaser, such certificates and other evidence as Purchaser may have reasonably requested as to the satisfaction of the conditions contained in this Section and as to such other matters relating to the representations, warranties, covenants and undertakings in this Agreement as Purchaser may reasonably request; (i) Consent Documents shall have been obtained in form and substance satisfactory to Purchaser in accordance with Section 9.3; (j) The Vendors shall have presented a form of opinion of the Vendors’ Solicitors in the form attached as Exhibit “D”; (k) The Purchaser shall have received duly executed copies of each of the documents enumerated in Schedule 9.1; (l) The Purchaser shall have been furnished with evidence of consents or discharges of security agreements registered against the Assets under the Personal Property Security Act (Alberta) or the Personal Property Security Act (British Columbia) other applicable legislation as the Purchaser may reasonably require to give effect to the terms of this Agreement; (m) The Purchaser shall have received approval of its Board of Directors to consummate the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Agreement; (fn) [Reserved]The Purchaser shall have obtained financing specifically to fund the Purchase Price on terms and conditions acceptable to the Purchaser in its sole discretion; (o) Subject to the provisions of Section 8.3(c), the Purchaser shall have obtained all Permits required to operate the Business; and (p) The Purchaser shall have entered into purchase agreements with the Related Vendors and the Purchaser and Related Vendors shall have satisfied or waived all conditions precedent to consummating the transactions contemplated in such purchase agreements.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser Purchaser, in whole or in part part, to the extent permitted by applicable Applicable Law): (a) All of the representations and warranties of Seller set forth in this Agreement contained herein shall have been true and in each correct on the date hereof and shall be true and correct on and as of the Transaction Documents Closing Date as if made at the Closing, except those representations and warranties of Seller that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, that this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties (other than the representations and warranties contained in Section 4.4, which must be true and correct in all material respects as of the Closing Date as though if made on and as of at the Closing Date, except that those representations and warranties that are modified as in order for the condition set forth in this Section 7.2(a) to materiality or contain a qualification referring be satisfied) to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct (without giving effect to any materiality, Seller Material Adverse Effect or Transfer Xxxxx Xxxxxxxx Adverse Effect qualifiers contained therein), individually and in all respects as of said datesthe aggregate, has not resulted in and would not reasonably be expected to result in a Seller Material Adverse Effect or a Transfer Xxxxx Xxxxxxxx Adverse Effect; (b) Each of Seller and the Company shall have performed and complied in all material respects with all performed, and complied with, its respective obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) Purchaser shall have received None of the Transfer Group Companies has become the subject of a certificate signed by an authorized officer of Seller, dated case under the Closing Date, certifying that the conditions contained Bankruptcy Code or has taken any other action specified in Sections 9.1(a) and 9.1(b) have been fulfilledSection 6.2(b)(xiv); (d) there Purchaser shall have been furnished with the documents referred to in Section 8.1; (e) Purchaser shall have received financing proceeds in connection with the transactions contemplated hereby, in an aggregate amount no less than, and upon terms and conditions not be materially less beneficial to Purchaser than those set forth in, the term sheets attached to the Debt Financing Letter as in effect on the date hereof; provided, however, that, in determining whether such terms and conditions are materially less beneficial to Purchaser than those set forth in the term sheets attached to the Debt Financing Letter, any changes in the Eurodollar Rate or the ABR (each, as defined in the Debt Financing Letter) as such changes relate to the Credit Facilities shall not be taken into account; (f) The approval of OPUC (and any conditions or restrictions included therein), and any of the material actions taken by OPUC with respect to the Company or Purchaser from the date hereof to the Closing Date Date, or any Order material actions that OPUC proposes to take with respect to the Company or Law restrainingPurchaser after the date hereof, enjoining shall not be materially adverse to Purchaser; (g) Receipt from SEC of a No-Action Letter, based on a request substantially in the form attached hereto as Exhibit E (with such modifications as may be required to be made as specified in Section 6.19), that concludes that the staff of SEC's Division of Investment Management would not recommend enforcement action to SEC or otherwise prohibiting assert that the limited partner investors or making illegal non-managing member investors in Purchaser, or their respective affiliates, would be or will become a "public utility holding company" or "affiliate" of the Company within the meaning of PUHCA solely by reason of the consummation of any of the transactions contemplated by this Agreement or any hereby; (h) Seller shall have furnished to Purchaser a certification of Seller's non-foreign status as set forth in Section 1445 of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of Code and the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there Treasury Regulations thereunder; (i) There shall not be pending have occurred, since the date of execution of this Agreement, any changes or threatened on events that, individually or in the Closing Date any action inaggregate, before have resulted in or by any Governmental Body that could would reasonably be expected to result in a Transfer Xxxxx Xxxxxxxx Adverse Effect; (j) No Governmental Authority shall have initiated condemnation litigation and (i) obtained an affirmative vote to approve revenue bonds, or (ii) have obtained funds, through the issuance of any such Order revenue bonds or otherwise, in each case to finance the enactment, promulgation or deemed applicability acquisition of any such Law to Purchaser or the transactions contemplated by this Agreement or any greater than ten percent (10%) of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any gross book value of the transactions contemplated by this Agreement or the Transaction DocumentsCompany's transmission, distribution and generation assets (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have taken as a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effectwhole); (fk) [Reserved];The Letter of Credit and any Deposit Funds shall have been released to Purchaser; and (l) A final disposition shall have been made by OPUC with respect to the Company's request for, and settlement of, its 2002 Power Cost Adjustment.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Sellers and the Owners set forth in this Agreement qualified as to materiality (including as to any Material Adverse Effect) shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring (including as to a “any Material Adverse Effect” or any similar modification or qualification ) shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller the Sellers and the Owners shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and Purchaser shall have received copies of such documents evidencing the performance thereof as Purchaser may reasonably request; (c) Purchaser shall have received a certificate signed by each Seller and Owner or, as applicable, an authorized officer of Sellerthereof, each in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b(b) have been fulfilledsatisfied in all respects; (d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any of the Sellers, Owners or Purchaser seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there Sellers and Owners (as the case may be) shall not be any actionhave obtained all consents, suitapprovals, waivers, orders or authorizations of, or proceeding pending registrations, declarations, notifications or threatened before filings with, any Person or Governmental Body that could reasonably required (including those referred to in Section 5.3(b)) to be expected to (i) prevent consummation obtained or made in connection with the execution and delivery of any this Agreement or the performance of the transactions contemplated by this Agreement or the Transaction Documentsherein, (ii) cause any of the transactions contemplated by this Agreement in a form satisfactory to be rescinded following consummation, or (iii) Purchaser and shall have delivered a Seller Material Adverse Effect on the right of Purchaser copy thereof to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Purchaser; (f) [Reserved]Purchaser shall have obtained the issuance, reissuance or transfer of all Permits (including Environmental Permits) required for Purchaser to conduct the operations of Business on and immediately following the Closing Date; (g) Sellers shall have delivered, or caused to be delivered, to Purchaser a duly executed xxxx of sale in the form of Exhibit B hereto; (h) Sellers shall have delivered, or caused to be delivered, to Purchaser a duly executed assignment and assumption agreement in the form of Exhibit C hereto and duly executed assignments of the registrations and applications included in the Purchased Intellectual Property, in a form reasonably acceptable to Purchaser and suitable for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office or equivalent agency, as applicable, and general assignments of all other Purchased Intellectual Property; (i) Sellers shall have delivered, or caused to be delivered, to Purchaser, a duly executed power of attorney in the form of Exhibit D hereto; (j) Each of the respective lessors under the Closing Real Property Leases shall have delivered, or caused to be delivered, to Purchaser respective duly executed leases in the respective forms of Exhibits E-1 and ­E-2 hereto; (k) Sellers shall have delivered, or caused to be delivered, to Purchaser each of (i) certified copies, as applicable, of (A) the resolutions duly adopted by each Sellers’s (as applicable) board of directors (or commensurate governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Seller Documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and (B) the certificate of incorporation and the by-laws of IFS and comparable organizational documents of LWR as in effect as of Closing, and (ii) good standing certificates of each of IFS and LWR from their respective jurisdictions of organization and each jurisdiction in which they are qualified to do business, in each case dated no more than ten (10) Business Days prior to the Closing Date; (l) each of the employment agreements of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxxxxxx with Purchaser, dated as of the date hereof to be effective upon the Closing Date, shall be in full force and effect and all of such persons shall be willing and able to perform in accordance with such employment agreements; and (m) Sellers shall have delivered all instruments and documents necessary to release any and all Liens on the Purchased Assets, including appropriate UCC financing statement amendments (termination statements).

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) (i) the representations and warranties of Seller each of Sellers (other than the Excluded Opco Entities) set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects at and as of the Closing Date as though made at such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date) and except where the failure of such representations and warranties to be true in correct, individually or in the aggregate, has not and would not reasonably be expected to have an Opco Material Adverse Effect (it being understood for purposes of determining the accuracy of such representations and warranties, all Opco Material Adverse Effect and other materiality exceptions or qualifications contained in such representations and warranties shall be disregarded) and (ii) the representations and warranties of each of the Excluded Opco Entities set forth in this Agreement shall be true and correct at and as of the Closing DateDate as though made at such date, except that those to the extent such representations and warranties that are modified as expressly relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date) and except where the failure of such representations and warranties to be true in correct, individually or in the aggregate, has not and would not reasonably be expected to have an Excluded Opco Entity Material Adverse Effect (it being understood for purposes of determining the accuracy of such representations and warranties, all Excluded Opco Entity Material Adverse Effect and other materiality exceptions or qualifications contained in such representations and warranties shall be disregarded); (b) Seller Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser the Bankruptcy Court shall have received a certificate signed by an authorized officer of Seller, dated entered the Closing Date, certifying that 363 Sale Orders and any stay period applicable to the conditions contained in Sections 9.1(a) and 9.1(b) 363 Sale Orders shall have expired or shall have been fulfilledwaived by the applicable court to the fullest extent permitted by Law and the 363 Sale Orders shall not be subject to appeal by any U.S. federal Governmental Body; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal Purchased Assets sold to the consummation of any of the transactions contemplated by Purchasing Entities pursuant to this Agreement or any shall be transferred to the Purchasing Entities free and clear of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated all Liens (other than Liens created by this Agreement or any of the Transaction Documents to Purchaser, Purchaser and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;Permitted Exceptions); and (e) there Sellers shall not be any action, suithave delivered, or proceeding pending or threatened before any Governmental Body that could reasonably caused to be expected delivered, to (i) prevent consummation of any Purchaser all of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be items set forth in effect); (f) [Reserved];Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said dates; (b) that time; the Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by each Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a), 7.1(b) and 9.1(b7.1(c) have been fulfilledhereof; (d) the Purchaser shall have been furnished with duly authorized shareholder and Board of Director resolutions of Seller and the Company authorizing the entry by Seller and the Company into this Agreement; (e) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all liens; (f) The SEC shall have declared the S-4 effective. No stop order suspending the effectiveness of the S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Joint Proxy Statement/Prospectus, shall have been initiated or threatened in writing by the SEC. (g) there shall not have been or occurred any Material Adverse Change; (h) the Seller shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (i) no legal proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (ej) there the Purchaser shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation have received the written resignations of any each director of the transactions contemplated Company, the Employment Agreements shall have been executed by this Purchaser, Oxxxx Xxxxxxxxx and Jxxxx Xxxx and Consulting Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated executed by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Strategic Capital Advisors.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement Sections 5.1 (Organization and in each Good Standing), 5.2 (Authorization), 5.3(a)(i) (Conflicts; Consents of the Transaction Documents shall Third Parties) 5.6(a) (Title to Purchased Assets; Sufficiency), and 6.1 (Authorization of Agreement) must be true and correct in all respects at the Closing, as though made as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date), and all other representations and warranties of Sellers and Owner set forth in this Agreement must be true and correct in all respects (without giving effect to any materiality or material respects adverse effect qualifications contained therein) as of the Closing Date as though made on and as of the Closing DateDate (except to the extent expressly made as of an earlier date, in which case as of such date), except that those where the failure of such other representations and warranties that are modified as to materiality be so true and correct has not, and would not reasonably be expected to have, individually or contain in the aggregate, a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller Sellers shall have performed and complied in all material respects with all obligations obligations, covenants and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) Purchaser Sellers, shall have received delivered or caused to be delivered to Purchaser a certificate signed by an authorized officer of Seller, dated the duly executed Sellers’ Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledCertificate; (d) Sellers, shall have delivered or caused to be delivered to Purchaser a duly executed Sellers’ Officer’s Certificate; (e) Sellers shall have delivered or caused to have been delivered to Purchaser the closing deliveries described in Section 4.2; (f) there shall not be enacted, issued, promulgated, enforced, entered, or in effect on the Closing Date any Order or Law restrainingby a Governmental Body of competent jurisdiction, enjoining that makes illegal, enjoins or otherwise prohibiting or making illegal prohibits the consummation of the transactions contemplated hereby; (g) the filings of Sellers required pursuant to the HSR Act or any of other Antitrust Law shall have been properly filed and the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law shall have expired or early termination shall have been granted; (h) Sellers shall have delivered, or caused to be delivered, to Purchaser payoff letters with respect to Liens filed against the Purchased Assets (other than Permitted Exceptions); (i) from the date of this Agreement through the Transaction Documents Closing Date, there shall not have occurred any event or that could occurrence which has or would reasonably be expected to otherwise result have a Material Adverse Effect; (j) Purchaser shall have received the Transaction Financing on substantially the terms provided for in a material diminution the Commitment Letter or any Alternative Financing; (k) consents and approvals under or with respect to each of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents Contracts set forth on Schedule 10.1(k) hereto, in form and substance reasonably acceptable to Purchaser, and there shall not be pending have been obtained; and (l) the Key Employees shall have delivered or threatened on caused to have been delivered to Purchaser employment agreements duly executed by each of the Closing Date any action inKey Employees party thereto, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or forms previously negotiated (the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect“Employment Agreements”); (f) [Reserved];.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that in the event of a breach of a representation or warranty the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (dc) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any No action, suit, or proceeding shall be pending or threatened before any Governmental Body that could reasonably be expected to court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsAgreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on affect adversely the right of Purchaser to own the Purchased Shares Assets or to own and operate the Purchased Assets Business (and no such Order injunction, judgment, order, decree, ruling, or charge shall be in effect); (fd) [Reserved]Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed counterpart to the Assignment and Assumption Agreement; (e) Seller shall have delivered, or caused to be delivered, to Purchaser a Xxxx of Sale;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the The representations and warranties of Seller set forth in Article V of this Agreement qualified as to materiality or Material Adverse Effect shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects as of the Closing Date as though made on respects, at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, in each case, on and as of said datessuch earlier date); provided, however, that in the event of a breach of a representation or warranty other than a representation or warranty qualified by Material Adverse Effect, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the foregoing effect; (b) Each Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) , and Purchaser shall have received a certificate certificates signed by an authorized officer of each Seller, dated the Closing Date, certifying that to the conditions contained foregoing effect; (c) All of the Real Property Leases included within the Purchased Assets shall be in Sections 9.1(a) full force and 9.1(b) effect and assignable to and assumable by Purchaser without the consent of the other party thereto pursuant to Section 365 of the Bankruptcy Code or consent thereto shall have been fulfilledobtained; (d) there All of the Contracts, Purchased Intellectual Property and Personal Property Operating Leases included within the Purchased Assets shall not be in full force and effect on and assignable to and assumable by Purchaser without the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any consent of the transactions contemplated by this Agreement or any other party thereto pursuant to Section 365 of the Transaction Documents Bankruptcy Code or that could consent thereto shall have been obtained, other than such Contracts, Purchased Intellectual Property or Personal Property Operating Leases the failure of which to be in full force and effect and assignable to and assumable by Purchaser or the failure to obtain such consent of the other party thereto would not reasonably be expected to otherwise result in cause a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsMaterial Adverse Effect; (e) there Sellers shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected have delivered the Sellers' Adjustment Certificate to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Purchaser; (f) [Reserved];Sellers shall have delivered, or caused to be delivered, to Purchaser all items set forth in Section 4.2; and (g) Sellers shall have delivered to Purchaser (i) the Required Financial Statements and the Audit Opinion, and (ii) if Purchaser determines pursuant to Section 8.9(d) that the 2002 Financial Statements are required, the Two Year F/S Deliverables.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law or Environmental Law): (a) the representations and warranties of Seller Sellers set forth in this Agreement qualified as to materiality or Material Adverse Effect shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) each Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) there shall not have been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or which could reasonably be expected to have a Material Adverse Effect since the Balance Sheet Date; (d) Purchaser shall have received a certificate signed by an authorized officer of SellerParent, in form and substance reasonably satisfactory to Purchaser, dated as of the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b4.2(a)-(c) have been fulfilledsatisfied in all respects; (de) Purchaser shall have received copies of resolutions of the board of directors of each Seller authorizing the transactions contemplated hereby and such other documents as Purchaser may reasonably request; (f) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any Seller or Purchaser seeking to restrain or prohibit, or to obtain damages resulting in a Material Adverse Effect with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (eg) there Sellers shall not be any actionhave obtained all consents, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (iwaivers and approvals set forth on Schedules 5.3(a) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect5.3(b); (fh) [Reserved]Trading Company shall have delivered to Purchaser a duly executed Supply Agreement; (i) Trading Company shall have delivered to Purchaser a duly executed Agency Agreement; (j) each U.S. Seller shall have provided Purchaser with an affidavit of non-foreign status that complies with section 1445 of the Code (a “FIRPTA Affidavit”); (k) Sellers shall have delivered, or caused to be delivered, to Purchaser one or more duly executed bills of sale in the form attached hereto as Exhibit A; (l) Sellers shall have delivered, or caused to be delivered, to Purchaser one or more duly executed assignment and assumption agreements in the form attached hereto as Exhibit B; (m) Sellers shall have delivered, or caused to be delivered, to Purchaser a warranty deed for the Xxxxxxxxxx Wire Facility in a form reasonably satisfactory to Purchaser and such other documents as are necessary to enable recordation of the deed; (n) Sellers shall have delivered, or caused to be delivered, to Purchaser a duly executed Escrow Agreement in the form attached hereto as Exhibit C; (o) Trading Company shall have delivered to Purchaser a duly executed Lease Agreement in the form attached hereto as Exhibit F; (p) Sellers shall have delivered, or caused to be delivered, a title insurance policy with respect to the transfer of the real property fee interest in the Xxxxxxxxxx Wire Facility owned by Xxxxxxxxxx Wire insuring good and marketable title to such real property, subject only to Permitted Exceptions, with coverage in the amount of the portion of the Purchase Price allocated to the real estate (which allocation shall be done as to the real property prior to Closing in consultation with First American Title Insurance Company); (q) Wyre Wynd and Xxxxxxxxxx Wire shall have: (i) given notice of defeasance of the IRB’s to RBS Citizens, the Trustee (as defined under each of the IRBs) and the Remarketing Agent (as defined under each of the IRBs), not less than two (2) days prior to Closing; (ii) deposited not later than 10 a.m. (New Hampshire time), on the morning of the date that is one (1) Business Day prior to Closing, by wire transfer to the designated escrow account of an escrow agent mutually acceptable to Seller, RBS Citizens and the Trustee (which, unless otherwise required by RBS Citizens and the Trustee, shall be First American Title Insurance Company) an amount sufficient to fully reimburse RBS Citizens for all sums to be drawn by the Trustee on the irrevocable standby letters of credit issued by RBS Citizens to the Trustee assuming the Trustee redeems the IRBs in full on the next optional redemption date after the Closing, and to cover the cost of all associated fees, expenses and costs associated therewith incurred by Sellers, Trustee, RBS Citizens and the Remarketing Agent and including any charges of S&P in issuing no-downgrade letters and any charges associated with obtaining a verification letter from a verification agent of the Trustee’s choosing); (iii) obtained, on or prior to the Closing Date, a no-downgrade letter from S&P in form and substance satisfactory to Trustee’s legal counsel, and a verification letter in form and substance satisfactory to Trustee’s legal counsel, for purposes of obtaining the Trustee’s approval for defeasance of the IRBs on the Closing Date, (iv) performed any other actions recommended by Bond Counsel or legal counsel to the Trustee or to RBS Citizens to be performed by Sellers on or before the Closing in order to maintain a payoff schedule for the IRBs of not more than sixty (60) days following the Closing Date; and (v) performed any other action required by the Trustee, RBS Citizens or the Remarketing Agent to complete the payoff of the IRBs following the Closing; (r) Sellers shall have delivered to the escrow agent set forth in Section 4.2(q) above, for delivery to Purchaser in accordance with the terms of escrow agreed to by Sellers, RBS Citizens and the Trustee, mortgage discharges and termination statements terminating all mortgages and other Liens securing the IRBs; and (s) Sellers shall have prepared and delivered to Purchaser a copy of the Connecticut Property Transfer Act “Form III” duly executed by Global Wire USA as the “transferor” and “certifying party” (the terms “transferor” and “certifying party” shall have the definitions or usage set forth in the Connecticut Property Transfer Act).

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of a Seller set forth contained in this Agreement and in each of the Transaction Documents that are not qualified by materiality or Material Adverse Effect, shall be true and correct in all material respects as of the Closing Date as though if made on and as of the Closing DateDate (or, except that those representations if given as of a specific date, at and warranties that are modified as to of such date), and if qualified by materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification , shall be true and correct in all respects as of said datesthe Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date); (b) each Seller shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) Purchaser there shall not have occurred a Material Adverse Effect; (d) each Seller shall have received a certificate signed by an authorized officer delivered to Purchaser in writing, at and as of Seller, dated the Closing Date, a certificate duly executed by such Seller, in form and substance reasonably satisfactory to Purchaser and its counsel, certifying that the conditions contained in each of Sections 9.1(a8.1(a), (b) and 9.1(b(c) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentssatisfied; (e) there shall not be in effect any action, suit, or proceeding pending or threatened before any Order by a Governmental Body that could reasonably be expected to (i) prevent of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)hereby; (f) [Reserved]all Required Consents set forth on Schedule 8.1(f) shall have been obtained or made on terms and conditions reasonably satisfactory to Purchaser; provided, that with the mutual approval of Purchaser and a Seller and without waiving any rights under Section 4.2, Purchaser shall be entitled to characterize any Contract or Permit as a Nonassignable Contract; (g) all consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, any Governmental Body required in connection with the execution, delivery or performance hereof and the transfer of all Permits shall have been obtained or made on terms and conditions reasonably satisfactory to Purchaser; (h) Sellers shall have delivered the Estimated Net Working Capital Statement; (i) each Seller shall have made each of the closing deliveries set forth in Section 8.3 to Purchaser; and (j) Sellers shall have cooperated fully with Purchaser prior to the Closing Date in preparing for a seamless transition of operational responsibility for the Business from Sellers to Purchaser commencing on the Closing Date.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement or any certificate or other document furnished or to be furnished to Purchaser pursuant to this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them Seller on or prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, in form and substance reasonably satisfactory to Purchaser, dated as of the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b10.1(a)-(b) have been fulfilledsatisfied in all respects; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsTransactions; (e) there Seller shall not be any action, suit, or proceeding pending or threatened before any Governmental Body have provided Purchaser with an affidavit of non-foreign status of Seller that could reasonably be expected to (i) prevent consummation of any complies with the Treasury Regulations under Section 1445 of the transactions contemplated by this Agreement or the Transaction DocumentsCode (a “FIRPTA Affidavit”), (ii) cause any of the transactions contemplated by this Agreement in form and substance satisfactory to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Purchaser; (f) [Reserved]Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed bxxx of sale in substantially the form of Exhibit A hereto; (g) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed assignment and assumption agreement in substantially the form of Exhibit B hereto and duly executed assignments of the registrations and applications included in the Purchased Intellectual Property, in a form reasonably acceptable to Purchaser and suitable for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office or equivalent foreign agency, as applicable, and duly executed assignments of the Transferrable Permits, and general assignments of all other Purchased Intellectual Property; (h) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed transition services agreement in substantially the form of Exhibit C hereto (the “Transition Services Agreement”); (i) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed release agreement in substantially the form of Exhibit D hereto (the “Release”); (j) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed assignment and assumption agreement for all data rights of Seller arising out of its participation and membership in Creosote Council I, II, or III, data compensation rights under 40 C.F.R. § 152.98 and 152.135(f), and all of Seller’s federal creosote product registrations; (k) Seller shall have delivered, or Purchaser shall have received, all of the Required Consents and Required Governmental Consents to Purchaser at or prior to the Closing; (l) Seller will deliver a duly executed non-compete agreement for the individual set forth on Schedule 10.1(l), in form and substance reasonably satisfactory to Purchaser; (m) Seller shall have delivered a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement, the other documents contemplated by the Transactions, and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions; (n) Seller shall have delivered all instruments and documents (including payoff letters) necessary to release any and all Liens on the Purchased Assets, including appropriate UCC financing statement amendments (termination statements); (o) there has not been, nor would there reasonably be expected to be, any material adverse change in the business, operations, assets, results of operations or condition (financial or otherwise) of the Business other than as expressly described in the schedules to this Agreement; and (p) Seller shall have delivered, or caused to be delivered, to Purchaser such other documents as Purchaser may reasonably request.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Company and Holdings set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however that, the representations and warranties set forth in Sections 5.1 and 5.4 shall instead be read as set forth on Schedule 9.1 hereto, and provided further however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.1(a) shall be deemed satisfied unless the effect of any or all such breaches of representations and warranties result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) Seller the Company and Holdings shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained foregoing effect; (c) there shall not be in Sections 9.1(a) and 9.1(b) have been fulfilledeffect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) there shall not be have been or occurred any event, change, occurrence or circumstance that, individually or in effect on the Closing Date aggregate with any Order such events, changes, occurrences or Law restrainingcircumstances, enjoining or otherwise prohibiting or making illegal has had a Material Adverse Effect since the consummation of any of Balance Sheet Date; (e) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)been granted; (f) [Reserved]Holdings and the Company shall have obtained at least 90% of the consents listed on Schedule 9.1(f) and copies thereof shall have been delivered to Purchaser; provided that such 90% shall include the 5 largest revenue producing (based on 2005 fiscal year revenues) stores; (g) the Company shall have received the written resignations, effective as of the Closing Date, of such of the Managers and officers of the Company other than such officers of the Company who are Continuing Employees of the Company; (h) Sxxxxxx shall have executed and delivered to Purchaser the Dealer Incentive Agreement substantially in the form of Exhibit C (the “Dealer Incentive Agreement”); (i) Sxxxxxx shall have executed and delivered to Purchaser (A) a new Authorized Dealer Agreement between The Sleep Train, Inc. or one of its Affiliates (which shall cover The Sleep Train, Inc. and the Company) and Sxxxxxx (the “Dealer Agreement”) and (B) a new Co-op Advertising Agreement between The Sleep Train, Inc. or one of its Affiliates (which shall cover The Sleep Train, Inc. and the Company) and Sxxxxxx (the “Co-op Agreement”), in each case only to revise the existing forms of such agreements attached hereto as Exhibit E and Exhibit F, respectively, in order to make the termination provisions consistent with the termination provisions contained in the Dealer Incentive Agreement and to provide no greater rights for either party to terminate the Authorized Dealer Agreement or Co-op Agreement than set forth in the Dealer Incentive Agreement; (j) Holdings shall have delivered, or caused to be delivered, to Purchaser certificates representing the Units, duly endorsed in blank or accompanied by separate assignment of units; (k) all undischarged judgments and Liens (other than Permitted Exceptions) shall have been paid off in full and Purchaser shall have received copies of all pay-off letters in respect of all Closing Date Debt (or, with respect to any capitalized leases, at the election of Purchaser, assumed by Purchaser) and such other instruments evidencing the satisfaction and cancellation of such Closing Date Debt, including, without limitation, executed UCC-3 termination statements as reasonably requested by Purchaser; (l) Holdings shall have delivered to Purchaser a statement certifying that it is not a foreign person within the meaning of Section 1445 of the Code; (m) the Company shall deliver to the Purchaser an opinion of counsel for the Company, Holdings and Sxxxxxx, dated as of the Closing Date, in substantially the form of Exhibit D; and (n) this Agreement and the consummation of the transactions completed hereunder shall have been approved by the Board of Directors or Managers of Company and Holdings, and each of Company and Holdings shall have delivered to Purchaser a copy of the resolutions of the Board of Directors and Managers, approving this Agreement and the transactions described herein, certified by each entity’s respective Secretary.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller and Parent set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date, Date (except that those the accuracy of representations and warranties that are modified by their terms speak as of a specified date will be determined as of such date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together have resulted in, or would reasonably be expected to materiality or contain result in, a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller and Parent shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser there shall have received not be in effect any Order by a certificate signed by an authorized officer Governmental Body of Sellercompetent jurisdiction restraining, dated enjoining or otherwise prohibiting the Closing Date, certifying that consummation of the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledtransactions contemplated hereby; (d) there shall not be in effect on the Closing Date pending or threatened any Order investigation or Law restraining, enjoining Legal Proceeding to which a Governmental Body is a party (i) seeking to restrain or otherwise prohibiting or making illegal prohibit the consummation of any of the transactions contemplated hereby or (ii) seeking to prohibit or limit the ownership or operation by this Agreement or Purchaser of any material portion of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order Business or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;Assets. (e) since the date hereof, there shall not have occurred or be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have continuing a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Effect; (f) [Reserved]Seller shall have delivered to Purchaser (i) all necessary Consents of parties to any Contract set forth on Schedule 8.1(f)(i) and (ii) all necessary approvals by or registrations with any Governmental Body set forth on Schedule 8.1(f)(ii); (g) Seller and Parent shall have executed and delivered to Purchaser the instruments described in Section 4.2(a); (h) Seller shall have delivered to Purchaser a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Purchaser, that are necessary or appropriate to evidence the release of all Liens to which any of the Assets are subject other than Permitted Exceptions, and all guarantees, indemnities, and other liabilities and obligations set forth on Schedule 8.1(h); (i) Seller shall have delivered to Purchaser a certificate(s) in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (j) (A) Seller shall have shut down the operations of the Business at the Concord Facility; (B) Seller shall have transitioned the production of the Business at the Concord Facility, and relocated all Tangible Personal Property (other than the Remaining Concord Assets) located at the Concord Facility, to other facilities operated by the Business; and (C) such relocated production shall be fully installed at such other facilities of the Business and producing product in a substantially similar manner as it produced product at the Concord Facility.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable LawLaws): (a) the representations and warranties of each Seller set forth in this Agreement and in each of the Transaction Documents Company to Purchaser contained herein shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties had been made again at and as of that are modified date (with the truthfulness and correctness of such representations and warranties to be determined without giving effect to any materiality qualifications or exceptions contained in such representations and warranties), except (i) to the extent that certain of such representations and warranties have been made as of or through a specified date (which representations and warranties shall continue on the Closing Date to materiality have been true and correct as of or contain through the specified date); (ii) for changes in representations and warranties specifically permitted by this Agreement (including, without limitation, changes resulting from any one or more of the Permitted Transactions); and (iii) where the failure or failures of such representations and warranties to be so true and correct have not had and would not have, individually or in the aggregate, a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) each Seller and the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them such Seller or the Company on or prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, certifying that the conditions contained Date and in Sections 9.1(a) form and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];sub-

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) at and as of the Closing, the representations and warranties of the Company and Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects (without regard to “materiality”, “Material Adverse Effect” or other materiality qualifications included therein), except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date), except where the failure of such representations and warranties to be so true and correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company or Seller to timely consummate the transactions contemplated by this Agreement; (b) the Company and Seller shall have performed and complied in all material respects with all covenants, obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; provided that if a covenant or agreement is qualified by “Material Adverse Effect,” “material” or “materiality” or any other materiality standard, such qualifiers shall be disregarded for purposes of this Section 10.1(b); (c) Purchaser the Company and Seller shall have received delivered to Purchaser a certificate signed by an authorized officer to the effect that each of Seller, dated the Closing Date, certifying that the conditions contained specified in Sections 9.1(a10.1(a) and 9.1(b10.1(b) have been fulfilledsatisfied in all respects; (d) there no Law shall not be in effect on the Closing Date entered, enacted, promulgated, enforced or issued by any Order Governmental Body that prohibits, restrains or Law restraining, enjoining or otherwise prohibiting or making illegal prevents the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsAgreement; (e) there shall not be in effect any action, suit, or proceeding pending or threatened before any Order by a Governmental Body that could reasonably be expected to (i) prevent of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated hereby; (f) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) early termination shall have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)been granted; (fg) [Reserved]there shall not have been made by any Person any claim asserting that such Person is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity or ownership interest in, the Company; (h) Seller shall have delivered, or caused to be delivered, to Purchaser stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers; (i) except for the Liens and encumbrances set forth on Schedule 6.4 which shall be released on the Closing Date, the Company shall not have any Indebtedness or Liens on any of its assets at Closing; (j) Seller and the Company shall have (A) delivered letters evidencing the resignation of all directors of the Company effective as of Closing; (B) transferred any and all bank accounts used by the Company or to which Company customers remit payments to the Company; (C) terminated any power of attorney or authorization with respect to the business set forth in Schedule 5.23 held by any Person who is not a Continuing Employee; (k) Seller and the Company shall have delivered, or cause to be delivered, to Purchaser a duly executed Transition Services Agreement and License Agreement.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be conditions, unless waived by Purchaser in whole or in part it prior to the extent permitted by applicable Law):Closing: (a) 9.1.1. the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified as expressly relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); (b) 9.1.2. Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) Date and Purchaser shall have received a certificate signed by an authorized officer copies of Seller, dated such board and stockholders’ resolutions of Seller approving this Agreement and the Closing Date, certifying that the conditions contained in Sections 9.1(atransactions contemplated hereby; 9.1.3. (i) and 9.1(b) no Legal Proceedings shall have been fulfilled; instituted against Seller or Purchaser seeking to substantially restrain or prohibit the consummation of the transactions contemplated hereby, and (dii) no written legal threat thereof shall be outstanding which is reasonably likely to be successful, and (iii) there shall not be in effect on the Closing Date any Order by or Law any objection from a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal objecting to the consummation of any of the transactions contemplated by hereby; 9.1.4. the parties hereto shall have obtained any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body or Third Party, including without limitation, those Third Parties listed in Schedule 5.5, required to be obtained or made in connection with the execution and delivery of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits performance of the transactions contemplated herein; all in a form reasonably satisfactory to Purchaser; 9.1.5. each and every one of those Employees listed on Exhibit 8.2 shall have entered into a binding employment agreement with Purchaser or any Affiliate thereof; 9.1.6. each and every one of those Employees who are employed by Seller upon execution of this Agreement and who shall not have, by Closing, signed an employment agreement with Purchaser, shall have entered into a binding non-compete agreement with Purchaser or any of Affiliate thereof, in the Transaction Documents to Purchaser, and form attached hereto as Exhibit 9.1.6 or substantially similar thereto; 9.1.7. there shall not have occurred a Material Adverse Effect; 9.1.8. the Purchaser shall have received all closing deliverables as set forth in Section 4.2.1 in form and substance acceptable to the Purchaser; 9.1.9. the Purchaser shall have received an executed resolution of the Seller’s shareholders, approving, subject to Closing, the change of the name of the Seller to any other name that is not substantially similar or confusingly similar to Seller’s current name; and 9.1.10. No customer has terminated its relationship with Seller or materially reduced or changed the pricing or other terms of its business with Seller and no customer has indicated to Seller that it intends to terminate or materially reduce the scope or pricing terms of its business with Seller. 9.1.11. Seller shall have paid in full all payments required to be pending made to Third Parties in connection with the purchase of any Third Party Software, Hardware or threatened on services which are required to be delivered to any customer of the Seller under any Purchased Contract and for which payment has been received or will be received prior to the Closing Date any action in, before or by any Governmental Body that could reasonably Seller [this may be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any part of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];payments list.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Selling Stockholder and the Company set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, in each case when made and at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said dates; (b) Seller shall have performed such earlier date), and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (db) the Company and the Selling Stockholder shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (c) no Legal Proceedings shall have been instituted or threatened against the Selling Stockholder, the Company or its Subsidiaries, or Purchaser, seeking to restrain, delay or prohibit, or to obtain substantial damages or other injunctive or other equitable relief with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby or imposing any limitation on the operation or conduct of the Company’s or its Subsidiaries’ respective businesses; (d) the parties shall have received any consents, Permits, approvals and waivers of any Governmental Body required in order for the parties to consummate the transactions contemplated hereby, including any necessary approval, or termination or expiration of any waiting period applicable to the transactions contemplated by this Agreement or any of under the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsHSR Act; (e) there the Selling Stockholder shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected have delivered to (i) prevent consummation of any Purchaser an executed resignation from each member of the transactions contemplated by this Agreement board of directors (or the Transaction Documents, (iicomparable governing body) cause any of the transactions contemplated by this Agreement to be rescinded following consummationCompany and each Subsidiary and, or (iii) have a Seller Material Adverse Effect on at Purchaser’s request, any officers of the right of Purchaser to own the Purchased Shares or to own Company and operate the Purchased Assets (and no such Order shall be in effect)Subsidiaries; (f) [Reserved]the Company shall have paid in full the Closing Date Payments and shall have obtained and delivered to Purchaser executed documentation (including pay-off letters) reasonably satisfactory to Purchaser evidencing the payment of the Closing Date Payments and termination of all agreements and Liens on the Shares and the assets of the Company and its Subsidiaries arising under or related to the obligations satisfied by payment of the Closing Date Payments; (g) Purchaser shall have received opinions, dated the Closing Date, addressed to Purchaser, from Pitney Hxxxxx, LLP, counsel to the Company and the Selling Stockholder, in a form attached hereto as Exhibit E; (h) all agreements, including the management agreement, between the Company and Lincolnshire or any of its Affiliates shall have been terminated and the Company shall have been released from all obligations thereunder, written evidence of which shall have been delivered to Purchaser; (i) the Selling Stockholder shall have delivered, or caused to be delivered, to Purchaser stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers; (j) the Selling Stockholder and the Escrow Agent shall have executed and delivered counterparts of the Indemnification Escrow Agreement; (k) the Company shall have delivered to Purchaser all minute books, share records and ledgers and corporate seals of Company and its Subsidiaries; (l) there shall be no outstanding Preferred Shares and, to the extent not properly redeemed, in full, the Company shall have redeemed each Preferred Share using the Company’s own funds; (m) the Company shall have obtained and delivered to Purchaser (i) all of the consents or notifications listed on Schedule 5.3(b), 5.18(c)(iii) and 6.3(b) and (ii) all other consents that may be required to be obtained in connection with the transactions the failure of which to obtain would, individually or in the aggregate have or reasonably be expected to have a Material Adverse Effect; (n) without limiting the generality of this Section 9.1, there shall not be or have been any event, change, occurrence or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect; (o) the Warrant shall have been cancelled and the Company shall have been released from all obligations thereunder written evidence of which shall have been delivered to Purchaser; and (p) The Selling Stockholder shall have obtained the Mxxxxxxxxx Facility Release and the Mxxxxxxxxx Facility Deed and delivered a copy thereof to Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Sellers contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by each Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a), 7.1(b) and 9.1(b7.1(c) have been fulfilledhereof; (de) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) there shall not have been or occurred any Material Adverse Change; (g) the Sellers shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation the Purchaser shall have received the written resignations of any each director of the transactions contemplated by this Agreement or the Transaction DocumentsCompany, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)other than Xxxxx Xxxxxxx; (fj) [Reserved]the Employment Agreements shall have been executed by Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx and the Company and the Consulting Agreement shall have been executed by Xxxx Xxxxxxx and the Company; (k) the Purchaser shall have received information satisfactory in its sole discretion to verify the accuracy of the backlog and financial projections delivered by the Sellers to the Purchaser; and (l) On the Effective Date, the Company must have a GAAP working capital position (current assets minus current liabilities) of at least $972,000.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate effect the transactions contemplated by this Agreement Closing is subject to the fulfillmentsatisfaction, on or prior to the Closing Datewaiver by Purchaser, of each of the following conditions (any on or all of which may be waived by Purchaser in whole or in part prior to the extent permitted by applicable Law):Closing: (a) Agritope shall have delivered certificates representing the Purchased Shares to the Purchaser. (b) Agritope shall have delivered Purchaser's Warrant to the Purchaser. (c) All representations and warranties of Seller set forth Agritope contained in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed the Closing with the same effect as if such representations and complied in warranties had been made or given at and as of the Closing, and all material respects with all obligations agreements, covenants and agreements required in this Agreement conditions to be performed or complied with met by them Agritope on or prior to the Closing Date;shall have been so performed or met in all respects, and there shall have been no material adverse change in the financial or business condition of Agritope. There shall have been no modification of any material disclosure contained in the Disclosure Document since the date of this Agreement. (cd) No action or proceeding shall have been instituted or threatened before any court, other governmental body or arbitrator (i) to restrain or prohibit the transactions contemplated by this Agreement, (ii) that might restrict the operation of Agritope's business in any material respect if the purchase and sale of the Preferred Shares hereunder is consummated, (iii) that might restrict the ownership of the Preferred Shares or the exercise of any rights with respect thereto by Purchaser, or (iv) that might subject any of the parties hereto, to any liability, fine, forfeiture or penalty on the ground that any of the parties hereto has violated or will violate any applicable law in connection with the transactions contemplated hereby. (e) Purchaser shall have received a certificate signed by an authorized officer opinion of SellerAgritope's counsel to the effect that when issued and paid for in accordance with the terms of this Agreement, dated the Closing DatePreferred Shares will be validly issued, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaserfully paid, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect);nonassessable. (f) [Reserved];The Rights Agreement approved by Agritope's board of directors shall permit Purchaser and other holders of Series A Preferred Stock to convert such shares to Common Stock without being deemed "Acquiring Persons" for purposes of the Rights Agreement and Agritope's board of directors shall have adopted resolutions to the effect that such holders are not "Adverse Persons" (as defined in the Rights Agreement), subject to execution of a standstill agreement in form and substance satisfactory to Agritope. (g) Agritope shall have delivered to Purchaser an officer's certificate confirming the correctness of Agritope's representations and warranties and satisfaction of the foregoing closing conditions.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) Each of the Seller Fundamental Representations shall be true and correct at and as of the Closing Date, except for de minimis inaccuracies in the case of Section 5.4. Each of the other representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that in the event of a breach of any such other representation or warranty, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together (without giving effect to any “material”, or “Material Adverse Effect or any other materiality qualifications set forth therein) results in a Material Adverse Effect; (b) Seller shall have performed and complied with in all material respects with all covenants, obligations and agreements required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) since the date of this Agreement, there shall not have occurred any Material Adverse Effect; (d) Purchaser shall have received a certificate signed by an authorized executive officer of Seller, dated the Closing Date, certifying stating that the conditions contained specified in Sections 9.1(aSection 8.1(a), Section 8.1(b) and 9.1(bSection 8.1(c) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentssatisfied; (e) there shall not be in effect any action, suit, or proceeding pending or threatened before any Order by a Governmental Body that could reasonably be expected to (i) prevent consummation of any competent jurisdiction restraining, enjoining, having the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the Transaction consummation of the transactions contemplated hereby; (f) no Law shall have been enacted, entered, promulgated and remain in effect that prohibits or makes illegal the consummation of the transactions contemplated hereby; (g) Seller shall have obtained the third party consents set forth in Section 8.1(g) of the Disclosure Letter, in form and substance reasonably satisfactory to Purchaser; (h) Seller shall have obtained (x) the approval of the local commerce bureau in Dongguan, and the approval of and registration with the local administration of industry and commerce in Dongguan with respect to the transfer of Capital Stock of Cross Dongguan and (y) the receipt of a new business license of Cross Dongguan evidencing Purchaser as the new equity owner, with each approval and license in form and substance satisfactory to Purchaser, (i) Seller shall have delivered, or caused to be delivered, to Purchaser (i) duly executed copies of the Transfer Documents, (ii) cause any of the transactions contemplated by this Transition Services Agreement in form and substance reasonably acceptable to be rescinded following consummation, or Purchaser 81 and (iii) a certificate from each of Seller and ATX to the effect that it is not a “foreign person” within the meaning of Section 1445 of the Code; (j) Seller shall have a Seller Material Adverse Effect on delivered evidence reasonably satisfactory to Purchaser of the right resignation of all members of the board of directors (or similar body) and officers (other than Business Employees) of each Purchased Subsidiary other than those identified by Purchaser to own Seller by written notice at least five (5) Business Days prior to the Purchased Shares Closing Date; (k) Seller shall have delivered to Purchaser duly executed copies of the IP Assignment Agreements; (l) Seller shall have removed, or caused to own and operate be removed, all Liens against the Purchased Assets (and no such Order shall be in effect)other than Permitted Exceptions; (fm) [Reserved];Purchaser shall have received the deliverables required to be delivered pursuant to Section 4.2(b); and (n) the China Intercompany Restructuring, the Factoring Arrangement Restructuring and the Intercompany Obligation Netting Steps (in each case as such terms are defined in Exhibit I) shall have been completed in accordance with Exhibit I and Seller shall have delivered evidence reasonably satisfactory to Purchaser of such fact.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Company and the Sellers contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Company and the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement the Company and in each of the Transaction Documents Sellers contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Company and the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Company certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a8.1(a), 8.1(b) and 9.1(b8.1(c) have been fulfilledhereof; (de) certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) the Company and the Sellers shall have obtained all consents and waivers referred to in Sections 4.6 and 5.2 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the Company Documents and Seller Documents; (g) no legal proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company or any of its Subsidiaries, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement hereby; (h) there shall not have been or occurred any material adverse change in the business, assets or financial condition of the Transaction Documents or that could Company nor has there occurred any event which is reasonably be expected likely to otherwise result in a material diminution adverse change in the business, assets or financial condition of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsCompany; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of if required by or pursuant to any agreement between the Company and any of the its debtors as a result of this Agreement any transactions contemplated by this Agreement or the Transaction Documentshereby, (ii) cause any all non-trade debt of the transactions contemplated by this Agreement Company shall be renegotiated on terms and conditions (including but not limited to payment terms and amount to be rescinded following consummation, or (iiipaid) have a Seller Material Adverse Effect on to the right sole satisfaction of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Purchaser; (fj) [Reserved]For a period of at least seventy-five (75) days prior to the Closing Date, the Company to afford the officers and authorized representatives of the Purchaser full access to the properties, books and records of the Company in order that the Purchaser may have had a full opportunity to make such reasonable investigation as it desires to make of the affairs of the Company, and the Company shall have furnished the Purchaser with such additional financial and operating data and other information as to the business and properties of the Company as the Purchaser has from time to time reasonably requested; (k) the Purchaser shall have completed usual, customary and reasonable due diligence of the Company to its reasonable satisfaction; (l) Xxx Xxxxxx shall have entered into a three-year employment agreement with the Purchaser, whereby Xx. Xxxxxx will serve as chief executive officer of the Purchaser with an initial salary of $150,000 per year (the "Employment Agreement"); and (m) the Company shall have delivered the Financial Statements to the Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth the Sellers and the Company contained in this Agreement and in each of the Transaction Documents which are not qualified as to materiality shall be true and correct in all material respects as of the Closing Date as though made on date hereof and as of the Closing Date, except that those Date as if made at and as of each such date and the representations and warranties that of the Company contained in this Agreement which are modified qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct in all respects as of said dates;the date hereof and as of the Closing Date as if made at and as of each such date (in each case, except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate (or true and accurate in all material respects, as applicable) as of such date or with respect to such period); **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. (b) Seller the Sellers and the Company shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them the Sellers and/or the Company on or prior to the Closing Date; (c) Purchaser the Company shall have received delivered to Purchaser a certificate signed by of an authorized officer of Sellerthe Company, dated as of the Closing Date, certifying that as to (i) a copy of the conditions contained resolutions of the Company board of directors authorizing and approving the applicable matters contemplated hereunder, and (ii) the incumbency of officers of the Company executing documents executed and delivered by or on behalf of the Company in Sections 9.1(a) and 9.1(b) have been fulfilledconnection herewith; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the Transaction or the other transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there each Seller shall not be any actionhave delivered to Purchaser the original certificates or other instruments representing such Seller’s Shares, suitwith duly executed transfer forms or other instruments of transfer attached in proper form for transfer to Purchaser, or proceeding pending or threatened before any Governmental Body other evidence reasonably satisfactory to Purchaser that could reasonably be expected good and valid title such Shares have been transferred to (i) prevent consummation Purchaser, free and clear of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)all Liens; (f) [Reserved]no Material Adverse Effect shall have occurred with respect to the Company; (g) the Consents listed on Schedule 4.3(b) of the Disclosure Schedules shall have been obtained in form and substance reasonably satisfactory to Purchaser; (h) the notices listed on Schedule 4.3(b) of the Disclosure Schedules shall be in form and substance reasonably satisfactory to Purchaser and sent to the applicable Contract counterparty or other Person as required by the applicable Contract or otherwise; (i) the Payoff Letters shall have been executed and delivered to the Company; (j) each Seller shall have delivered to Purchaser a properly executed statement or properly executed statements satisfying the requirements of Treasury Regulation Sections 1.1445-2(b)(2); (k) all Contracts and arrangements set forth on Schedule 4.22 of the Disclosure Schedules shall have been terminated in a manner reasonably acceptable, in form and substance, to Purchaser; (l) the Company shall have delivered to Purchaser (i) the resignations, effective as of the Closing, of each director or officer of the Company; (ii) a good standing certificate or the equivalent for the Company from its jurisdiction of organization, dated not more than five (5) days prior to the Closing Date, and (iii) such other documents, instruments and certificates as may be reasonably requested by Purchaser; (m) the Company shall have delivered to Purchaser the Escrow Agreement duly executed by the Seller Representative and the Escrow Agent; **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. (n) each Key Employee shall have executed and delivered to Purchaser a Restrictive Covenant Agreement, in form and substance reasonably satisfactory to Purchaser; (o) each of the Sellers and each of the Key Employees shall have executed and delivered to Purchaser or its designated Affiliate an employment agreement, retention agreement, offer letter and/or similar document in form and substance reasonably satisfactory to Purchaser; (p) ImpTrax and TU LLC shall have entered into a Contract for Services in form and substance satisfactory to Purchaser; (q) the Company shall have delivered to Purchaser a fully executed “business associate agreement” between the Company and each of its customers in form and substance reasonably satisfactory to Purchaser; (r) each of the Xxxxxxx, Xxxxxxx Abadullah, ImpTrax, GuruTrax Software Solutions, Jambu Krishnamurthy and Digital Avenue Limited shall have executed and delivered to Purchaser an Intellectual Property Assignment Agreement in the forms attached hereto as Exhibit I-1 through I-7; and (s) TU LLC shall have adopted the Deferred Company Closing Bonus Plan.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawpart): (a) All representations and warranties of the Vendors contained herein shall be true and correct as of the date hereof; (b) All representations and warranties of the Vendors contained herein not qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Vendors contained herein qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller The Vendors and the Corporation shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) The Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Vendors certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a8.1(a), 8.1(b) and 9.1(b8.1(c) have been fulfilledhereof; (de) there Certificates representing 100% of the Shares shall not be in effect on have been, or shall at the Closing Date any Order or Law restrainingbe, enjoining or otherwise prohibiting or making illegal validly delivered and transferred to the consummation Purchaser, free and clear of any of and all Liens; (f) The Purchaser shall have obtained all consents and waivers referred to in Section 6.3 hereof with respect to the transactions contemplated by this Agreement or any of and the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (eg) there There shall not be have been or occurred any actionMaterial Adverse Change in Cap Corp or the Corporation since the Balance Sheet Date; (h) The Vendors shall have obtained all consents and waivers referred to in Section 5.6 hereof, suitin a form reasonably satisfactory to the Purchaser, or proceeding pending or threatened before any Governmental Body that could reasonably be expected with respect to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (i) No Legal Proceedings shall have been instituted or threatened or claim or demand made against any of the Vendors, (ii) cause the Corporation, or the Purchaser or any of its Affiliates seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated by this Agreement to be rescinded following consummationhereby, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order there shall not be in effect)effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (fj) [Reserved]The Vendors shall have furnished, or caused to be furnished, to Purchaser, in form and substance satisfactory to Purchaser, such certificates and other evidence as Purchaser may have reasonably requested as to the satisfaction of the conditions contained in this Section and as to such other matters relating to the representations, warranties, covenants and undertakings in this Agreement as Purchaser may reasonably request; (k) Estoppels, assignments and any necessary consents from the landlords and lessors under each Real Property Lease shall have been obtained in form and substance satisfactory to Purchaser in accordance with Section 9.3; (l) Each of the directors and officers of the Corporation shall deliver to the Purchaser as of the Closing Date his or her resignation as an officer, director and employee of the Corporation (as the case may be) and shall grant to the Corporation a full and final release in respect of any and all liabilities of the Corporation to such person; (m) The Vendors shall have delivered to the Purchaser an affidavit attesting that they are residents of Canada within the meaning of Section 116 of the Tax Act; (n) Title to all of the Assets have been validly transferred into the name of the Corporation in accordance with the terms of this Agreement and the Asset Transfer Agreement in a form and substance satisfactory to the Purchaser. The Purchaser shall be satisfied in its sole discretion with all pre-closing transactions involving the Corporation, including the organization of the Corporation, elections made in respect to any pre-closing transactions under the Tax Act and such other material that may be ancillary or supplementary thereto; (o) The Keele Street Outlet is open for business and in full operation; (p) The Vendors shall have presented a form of opinion of the Vendors Solicitors in a form and substance satisfactory to the Purchaser acting reasonably; (q) The Purchaser shall have received duly executed copies of each of the documents enumerated in Section 9.1; (r) The Purchaser shall have been furnished with evidence of consents or discharges of security agreements registered against the Assets under the Personal Property Security Act (Ontario) as the Purchaser may reasonably require to give effect to the terms of this Agreement.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of the Seller Entities set forth in this Agreement qualified as to materiality or Material Adverse Effect shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, (i) as of the date of this Agreement and (ii) as of the Closing Date as though made on at and as of the Closing Date, except that those in either case to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “and Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) the Seller Entities shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; provided, however, that the foregoing condition shall not apply to (i) Section 7.1(b) unless the Seller Entities’ failure to comply with such covenant is the result of the Seller Entities’ willful misconduct or (ii) Section 7.3(b)(i); (c) Purchaser there shall not have received been or would not reasonably be expected to be a certificate signed by an authorized officer Material Adverse Effect; provided, however, that with respect to (i) any matters that are disclosed on the Phase II Assessment and (ii) any additional Scheduled Matters arising after the date hereof, such matters shall not constitute a failure to be satisfied of Seller, dated the Closing Date, certifying that this condition (but may result in a failure to be satisfied of the conditions contained set forth in Sections 9.1(asubparagraphs (f) and 9.1(b) have been fulfilled(q), respectively, of this Section 9.1); (d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller Entities, BPP or Purchaser seeking to restrain or prohibit or to obtain material damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by hereby; (e) the waiting period or equivalent thereof under the Antitrust Laws shall have expired or early termination shall have been granted and the Seller Entities shall have obtained any other consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits consummation of the transactions contemplated by this Agreement or any herein (including obtaining the approval of the Transaction Documents to Surface Transportation Board but excluding obtaining any Environmental Permits, which are addressed in Sections 7.10(g) and 9.1(l)); (f) Purchaser, and there ’s Phase II Assessment results shall not be pending have identified any Release, violation of Environmental Law, required Remedial Actions, or threatened on other environmental conditions that, individually or in the Closing Date any action inaggregate, before or by any Governmental Body that could reasonably be expected to result in (i) a Criminal Penalty or Environmental Costs and Liabilities in excess of $10 million or (ii) the issuance need to cease operations of any such Order all or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any a material portion of the Transaction Business for a time period in excess of two (2) consecutive Business Days or ten (10) Business Days in any twelve (12) month period; (g) LRFP shall have caused all conditions provided under the Fixed Rate Bond Documents with respect to the defeasance of the Fixed Rate Bonds to have been satisfied; (h) LRFP shall have performed all actions pursuant to Section 7.13(c) (other than those to be satisfied by the Purchaser as described in Section 7.13(d) and Section 9.2 hereof) with respect to the substitution on the Closing Date of an Alternate Letter of Credit for the BOA LOC, to have been delivered and/or satisfied, as applicable, pursuant to and in accordance with the PCRR Bond Documents; (ei) there Seller and LRFP shall have caused the real property underlying the LR Sawmill to be separated from the real property underlying the Leaf River Pulp Mill and separately described on a separate survey; (j) all Required Consents shall have been received; (k) in accordance with the terms of Section 7.16(b), Seller shall have cured all Title Defects or Purchaser shall have approved, waived or not objected to such Title Defects; (l) Purchaser shall have received evidence of (i) the issuance, reissuance or transfer to Purchaser or its Designated Affiliate(s) of all Permits set forth on Schedule 5.6(c) and (ii) all Environmental Permits set forth on Schedule 5.17(a)(ii) that require Seller notification prior to Closing, a copy of Seller’s notification or letter of correspondence, in each case, in form and substance reasonably satisfactory to Purchaser; (m) Purchaser shall have received evidence of receipt from each Tax Authority to which application has been made pursuant to Section 11.12 of Tax clearances in form and substance reasonably satisfactory to Purchaser; (n) Purchaser shall have received the Surveys, each in compliance with the Checklist, and the Title Insurance Policies (or Pro Forma Title Insurance Policies marked and signed as final, subject to recordation of the applicable Closing documents and completion of recording notations) issued by the Title Insurer in favor of Purchaser and BPP, as applicable; (o) the Seller Entities shall have caused, and Seller shall have caused BPP to cause, (i) the release or termination of (A) all Liens on any of the BPP Stock and (B) all Liens on the Transferred Assets and the BPP Retained Assets other than Permitted Exceptions and any Bond-Related Liens and (ii) the filing of Form UCC-3 termination statements or other documents in respect thereof necessary to effect the release of such Liens; (p) Purchaser shall have received the Assignment, Assumption and Modification Agreement executed by LRFP, Perry County, and, as applicable, the IDB Trustee or the PCRR Trustee; (q) any additional Scheduled Matter(s) arising after the date hereof and prior to the Applicable Time shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation result in Losses, as reasonably determined by Purchaser, in excess of any of $25,000,000 in the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect);aggregate; and (fr) [Reserved];Purchaser (or its Designated Affiliate(s)) shall have been furnished with the documents referred to in Section 4.5(a).

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to (a) the fulfillmentperformance and observance, on in all material respects, by each Seller of all of its respective covenants, warranties and agreements of this Agreement to be performed or observed by such Seller prior to or on the Closing Date, of each (b) all of the following representations and warranties of Sellers contained in this Agreement being true and correct in all material respects, (c) the fulfillment on or before the Closing Date of all other conditions (precedent to Closing benefiting Purchaser specifically enumerated in this Agreement, any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): its sole discretion, (ad) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; Purchaser having received no less than one (b1) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them Business Day prior to the Closing Date; , fully executed Tenant Estoppel Certificates from all Required Tenants and a sufficient number of additional tenants to meet the requirements set forth in Section 4.3, and otherwise complying with the requirements set forth in Section 4.3 herein, (ce) Purchaser no unfavorable judgment, decree, injunction, order or ruling shall have received a certificate signed by an authorized officer been entered preventing the performance of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order this Agreement or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or by any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to PurchaserSeller, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];no Violations (as hereinafter defined), the cost of which to remediate would exceed $250,000, shall have been issued in writing against the Property after the expiration of the Due Diligence Period and were not discoverable by Purchaser or Purchaser’s Representatives prior to the expiration of the Due Diligence Period; provided that Sellers shall have the right to adjourn the Scheduled Closing Date for up to fifteen (15) days to satisfy the conditions set forth in this Section 4.4; provided, further, that if Sellers exercise the right to adjourn the Scheduled Closing Date pursuant to this Section and/or Section 4.1.1(b), Sellers may not adjourn the Scheduled Closing Date for more than thirty (30) days in the aggregate after taking into consideration an adjournment under Section 4.1.1(b).

Conditions Precedent to Obligations of Purchaser. 2.1. Conditions Precedent for Purchaser's Obligations. The following are conditions precedent to Purchaser's obligation of Purchaser to consummate purchase the transactions contemplated by this Agreement is subject Loan pursuant to the fulfillment, on or prior to the Closing Date, terms of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):this Agreement: (a) Subject to the representations terms of Section 5.2 hereof, on the Closing Date (as hereinafter defined), the representations, covenants and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Section 5.1 hereof shall be true true, accurate and correct complete in all material respects as of the date hereof and as of the Closing Date as though repeated and made on anew as of the Closing Date (except that the representation in Section 5.1(j) hereof, shall not be deemed repeated and made anew as of the Closing Date); provided, however, that (i) if any fact and/or information is the subject of or described in Purchaser's Preliminary Notice (as defined in Section 8.3 hereof), then, in such event, Seller shall not be deemed to be in breach (for any purpose under this Agreement) of its representations, covenants and warranties set forth in Section 5.1 hereof if any such fact and/or information would form the basis of such a breach, (ii) if any act or omission of the Borrower (or its direct or indirect partners or their respective affiliates) or condition with respect to the Borrower (or its direct or indirect partners or their respective affiliates), in either case not at the direction or consent of JPMIM or Seller, would result in any breach of any of the representations, covenants or warranties of Seller set forth in Section 5.1 hereof when repeated and made anew as of the Closing Date, except that those representations then, in such event, Seller shall not be deemed in breach (for any purpose under this Agreement) of its representations, covenants and warranties that are modified as set forth in Section 5.1 hereof, and/or (iii) if after the date of this Agreement Seller takes any action which is expressly permitted by the terms of this Agreement (other than a general provision to materiality act in accordance with past practices) and such action would result in any breach of the representations, covenants or contain warranties of Seller set forth in Section 5.1 hereof when repeated and made a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects new as of said datesthe Closing Date, then, in such event, Seller shall not be deemed in breach (for any purpose under this Agreement) of such representations, covenants and warranties set forth in Section 5.1 hereof by reason of such action; (b) Seller shall have materially performed and complied in observed all material respects with all of its obligations and agreements required in under this Agreement to be performed or complied with by them prior to the Closing Date;Agreement; and (c) Purchaser At the Closing, Seller shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) execute and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suitdeliver, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummationexecuted and delivered, the documents and other agreements and instruments required to be delivered by or (iii) have a on behalf of Seller Material Adverse Effect on pursuant to the right terms of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];this Agreement.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to before the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) Subject to supplementation pursuant to Section 7.13, Seller shall be deemed to remake the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); provided however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them prior to it on or before the Closing Date; provided however, that in the event of any failure to comply, the condition set forth in this Section 8.1(b) shall be deemed satisfied unless the effect of any such failure to comply results in a Material Adverse Effect; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (e) there Seller shall not be any action, suithave delivered, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement caused to be rescinded following consummationdelivered, to Purchaser certificates representing the Shares and the Membership Interest, duly endorsed in blank or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)accompanied by stock transfer powers; (f) [Reserved];Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed and acknowledged affidavit of the appropriate Affiliate of Seller, substantially in the form attached hereto as Exhibit A, stating that such Affiliate of Seller is not a “foreign person” as defined in Section 1445 of the Code; and (g) the transactions contemplated by that certain Asset Purchase Agreement dated as of the date hereof by and between Xxxx Pipeline Company, L.P. and Purchaser shall be consummated simultaneously with the Closing and the transactions contemplated herein.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(aforegoing effect; (c) and 9.1(b) During the period from the date hereof to the Closing Date, there shall not have been fulfilledany Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there all consents and approvals of the FCC shall not have been obtained and become a Final Order (for the purposes of this Section 9.1(e), an action or order of the FCC granting the FCC’s consent shall be any actiondeemed to have become a “Final Order” when such action or order shall have been issued by the FCC in writing, suitsetting forth the FCC Consent, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to and (i) prevent consummation of any of the transactions contemplated by this Agreement such action or the Transaction Documentsorder shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, and (ii) cause no protest, request for stay, reconsideration or review by the FCC on its own motion or by any of the transactions contemplated by this Agreement to be rescinded following consummationthird party, petition for FCC reconsideration or for rehearing, application for FCC review, or (iii) have a Seller Material Adverse Effect on the right judicial appeal of Purchaser to own the Purchased Shares such action or to own and operate the Purchased Assets (and no such Order order shall be in effectpending, when the period provided by law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall have expired); (f) [Reserved]all consents of third parties set forth on Schedule 9.1(f) shall have been obtained; (g) Seller shall have obtained consents of third parties to the assignment by Seller of a number of Tower Site Leases such that, together with those Tower Site Leases not requiring consent to the assignment thereof, Purchaser shall obtain at Closing valid leasehold rights to use a minimum of sixty five percent (65%) of the transmission towers not owned by Seller but used by Seller in the operation of the Business as of the Closing Date; (h) there shall not have occurred and be continuing on the Closing Date (i) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory) or (ii) any limitation (whether or not mandatory) by any United States Governmental Body on the extension of credit by banks or other financial institutions; (i) Seller shall have caused to be removed those Liens identified on Schedule 9.1(i), and evidence of such removal reasonably satisfactory to Purchaser shall have been delivered to Purchaser; (j) Seller shall have delivered a certificate, dated the Closing Date, executed by any vice president or the secretary or any assistant secretary of Seller, including (i) a copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Seller Documents to which it is a party, certified by the secretary or an assistant secretary of Seller as of the Closing Date, and which shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and (ii) an incumbency certificate from Seller, dated the Closing Date, as to the incumbency and signature of the officers of Seller executing this Agreement or any Seller Document; (k) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed bxxx of sale in the form of Exhibit A hereto (the “Bxxx of Sale”); (l) Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”); (m) Seller shall have delivered, or caused to be delivered, to Purchaser the Intellectual Property Agreement, duly executed by Seller; (n) Seller shall have delivered to Purchaser a telecommunication services agreement in the form of Exhibit D hereto (the “Telecommunication Services Agreement”), duly executed by Seller; (o) Seller shall have delivered to Purchaser a reseller agreement in the form of Exhibit E hereto (the “Reseller Agreement”), duly executed by Seller; (p) Seller shall have delivered to Purchaser a CNAM agreement in the form of Exhibit F hereto (the “CNAM Agreement”), duly executed by Seller; (q) Seller shall have delivered, or caused to be delivered, to Purchaser a real estate colocation agreement in the form of Exhibit G hereto (the “Colocation Agreement”), duly executed by Seller; and (r) Seller shall have delivered, or caused to be delivered, to Purchaser a corporate account agreement in the form of Exhibit H hereto (the “Corporate Account Agreement”), duly executed by Seller.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction (or prior to the Closing Date, waiver by Purchaser) of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):conditions: (a) the All representations and warranties of Seller set forth the Sellers and MSN contained herein or in this Agreement and in each of the Transaction Documents any certificate or document delivered to Purchaser pursuant hereto shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates;respects. (b) Seller The Sellers and MSN shall have performed and complied have, in all material respects with respects, performed all obligations and agreements required agreements, and complied with all covenants and conditions, contained in this Agreement to be performed or complied with by them prior to the Closing Date;them. (c) Purchaser shall have received a certificate signed by an authorized officer of SellerAll corporate actions, dated the Closing Dateproceedings, certifying that the conditions contained in Sections 9.1(a) instruments and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of documents required to carry out the transactions contemplated by this Agreement or any incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for Purchaser. (d) Purchaser shall be satisfied in its reasonable discretion as to the Sellers' ownership of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution MSN shares, free and clear of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaserall liens, easements, claims, charges and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;Encumbrances. (e) there shall not be any actionAll licenses, suitPermits, or proceeding pending or threatened before any Governmental Body that could consents, approvals, authorizations, qualifications and orders of governmental authorities which are reasonably be expected necessary to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of enable Purchaser to own the Purchased Shares or to own assets of MSN and operate conduct the Purchased Assets (MSN Business after the Closing in substantially the same manner as the assets of MSN are owned and no such Order the MSN Business is being conducted as of the date hereof shall be in full force and effect);. (f) [Reserved];Purchaser shall have received the resignations, effective as of the Closing, of each director and officer of MSN other than those whom the Purchaser shall have specified in writing. (g) Xxxxxx, Xxx Xxxxx & Xxxxxxxxx, counsel for the Sellers, shall have furnished to Purchaser its written opinion, dated the Closing Date, as to the matters set forth in SECTIONS 2.1, 2.2, 2.3, 2.4 and 2.5. (h) The Board of Directors of Purchaser shall have approved this Agreement and the transactions contemplated hereby. (i) Since December 31, 1997, the MSN Business shall have been operated and maintained substantially in the manner in which it has been operated and maintained previously in the ordinary course of business and MSN shall not have entered into or renewed any material agreements or other commitments extending a substantial term beyond the date of Closing or taken any action which was not in the ordinary course of business, except for the transactions otherwise contemplated herein, without the prior written approval of Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Company and the Piper Shareholders contained herein shall be true and correct as of the date hereof and as of the Closing Date; (b) all representations and warranties of the Company and the Piper Shareholders contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Piper Shareholders contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Company, and the Piper Shareholders shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a6.1(a), 6.1(b) and 9.1(b6.1(c) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereof; (e) there shall not be have been or occurred any actionmaterial adverse change in the business or operations of the Company; (f) the Company shall have obtained all consents and waivers in a form reasonably satisfactory to the Purchaser, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected with respect to (i) prevent consummation of any of the transactions contemplated by this Agreement Agreement; and (g) no legal proceedings shall have been instituted or threatened or claim or demand made against the Piper Shareholders, the Company or any of its Subsidiaries, or the Transaction Documents, (ii) cause any Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated by this Agreement to be rescinded following consummationhereby, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order there shall not be in effect); (f) [Reserved];effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) the Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a), 7.1(b) and 9.1(b7.1(c) have been fulfilledhereof; (de) Certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) there shall not have been or occurred any material adverse change to the Company or its Business; (g) the Seller shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;hereby; and (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any the Purchaser shall have received the audited financial statements of the transactions contemplated by this Agreement or the Transaction DocumentsCompany, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own in form and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];scope required for SEC reporting purposes.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) (i) the representations and warranties of the Company and Seller set forth in this Agreement and in each of (except for the Transaction Documents Company/Seller Fundamental Warranties) shall be true and correct in all material respects at and as of the Closing Date as though made on the Closing Date (without regard to any express qualifier therein as to materiality or a Material Adverse Effect), except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date, without regard to any express qualifier therein as to materiality or a Material Adverse Effect); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.1(a)(i) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together results in or would reasonably be expected to result in a Material Adverse Effect; (ii) the Company/Seller Fundamental Warranties shall be true and correct at and as of the Closing Date, except that those representations and warranties that are modified Date as though made on the Closing Date (without regard to any express qualifier therein as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification ), except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); and (iii) Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) the Company and Seller shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (dc) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (e) there the regulatory approvals, consents, authorizations or filings set forth on Schedule 9.1(e) (the “Specified Regulatory Approvals”) shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own been received and operate the Purchased Assets (and no such Order shall be in full force and effect); (f) [Reserved]the Company shall have obtained the consents set forth on Schedule 9.1(f), and shall have delivered copies of the same to Purchaser, and such consents shall be in full force and effect; (g) the Reorganization shall have been effectuated in accordance in all material respects with Exhibit B; and (h) Seller or the Company shall have delivered, or caused to be delivered, to Purchaser such items set forth in Section 4.2(a). If the Closing occurs, all closing conditions set forth in Section 9.1 which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) the all representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents contained herein shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datesdate hereof; (b) the Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser the Seller shall have received a certificate signed obtained all consents and waivers with respect to the transactions contemplated by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledthis Agreement; (d) no legal proceedings shall have been instituted or threatened or claim or demand made against the Seller, Infotel, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there the Purchaser shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation have received the written resignations of any each director of Infotel. Infotel may provide the transactions contemplated Purchaser with information required by Article IV of this Agreement or within thirty days after the Transaction Documents, (ii) cause any of Closing Date. The Purchaser shall consummate the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect transaction on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Closing Date without receiving that information.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement the Selling Stockholder qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not qualified as to materiality shall be true and correct in all material respects respects, as of the date of this Agreement and as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller the Company and the Selling Stockholder shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to Purchaser) executed by Purchaser certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a) and 9.1(b7.1(b) have been fulfilledhereof; (d) there the Selling Stockholder shall not have delivered, or caused to be in effect on the Closing Date any Order or Law restrainingdelivered, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser stock certificates representing the Company Shares, duly endorsed in blank or the transactions contemplated accompanied by this Agreement or any of the Transaction Documentsstock transfer powers duly executed in blank; (e) there shall not be have been or occurred any actionevent, suitchange, occurrence or proceeding pending circumstance that has had or threatened before any Governmental Body that could reasonably be expected to have a Material Adverse Change; (if) prevent consummation the Selling Stockholder shall have delivered, or caused to be delivered, to Purchaser a certificate of any good standing as of a recent date with respect to the Company issued by the Secretary of State of the State of California and for each state in which the Company is qualified to do business as a foreign corporation; (g) Xxxxxxxxxx Securities, Inc. shall have delivered a written opinion to the Purchaser, stating that, in its opinion, the transactions contemplated by this Agreement are fair to the Purchaser.. (h) the Selling Stockholder shall have delivered, or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement caused to be rescinded following consummationdelivered, or (iii) have a Seller Material Adverse Effect on the right of to Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order other documents as Purchaser shall be in effect); (f) [Reserved];reasonably request.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser Purchaser, in whole or in part part, subject to the extent permitted by applicable Applicable Law): (a) All of the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Sellers contained herein shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties of Sellers that are modified speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, that this condition shall be deemed to materiality have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or contain in the aggregate, would not reasonably be expected to result in a qualification referring to Transfer Group Material Adverse Effect or a “Seller Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller Each of the Sellers shall have performed and complied in all material respects with all their respective obligations and agreements covenants required in by this Agreement to be performed or complied with by them Sellers on or prior to the Closing Date, in all material respects; (c) Purchaser None of the Transfer Group Companies or the Northern Border Companies shall have received filed a certificate signed by an authorized officer of Seller, dated petition for relief under the Closing Date, certifying that the conditions contained Bankruptcy Code or taken any other action specified in Sections 9.1(a) and 9.1(b) have been fulfilledSection 6.2(b)(xii); (d) there There shall not have occurred and be continuing a Capital Markets Event which results in the Purchaser not being able to receive the Financing proceeds contemplated hereby in the aggregate amount at least equal to such amount set forth in Section 5.6; and (e) Purchaser shall have been furnished with the documents referred to in Section 8.1, including originally executed versions of this Agreement and the Transaction Documents executed by all parties thereto other than Purchaser. (f) The consents, waivers, authorizations and approvals of Governmental Authorities set forth on Schedule 7.2(f) shall have been duly obtained by final order, shall be in full force and effect on the Closing Date any Order and shall impose no restrictions or Law restrainingconditions that are, enjoining individually or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactmentaggregate, promulgation or deemed applicability of any such Law reasonably likely to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to have either (i) prevent consummation of any of the transactions contemplated by this Agreement a Transfer Group Material Adverse Effect or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummationa material adverse effect on Pxxxxxxxx xxx Xouthern Union Company, or (iii) have taken as a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];whole.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Company and the Stockholder set forth in this Agreement and in each (including the Schedules as of the Transaction Documents date hereof) shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect or unless permitted updates to the Schedules shall, together with any breaches of representations and warranties, result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) Seller the Company and the Stockholder shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (dc) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period, if applicable, to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected delivery to (i) prevent consummation Purchaser of any a bxxx of sale executed by a duly authorized officer of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Company; (f) [Reserved]delivery to Purchaser of a good standing certificate for each of the Company and the Stockholder, issued by the state in which each of the foregoing is organized or incorporated, as the case may be, dated not more than five Business Days prior to the Closing Date; (g) delivery to Purchaser of a title report from First American Title Insurance Company dated October 17, 2007, subject to the exceptions detailed on Schedule 5.10; (h) delivery to Purchaser of a certificate, in customary form, certifying that the Company is not a foreign Person; (i) the Company and the Stockholder shall have delivered, or caused to be delivered, to Purchaser a legal opinion of internal counsel of Stockholder (as to authority only) substantially in the form attached hereto as Exhibit A; (j) certificates in customary form, of the Secretary or Assistant Secretary of each of the Company and the Stockholder, certifying and attaching all requisite resolutions or actions of the Company and the Stockholder approving the consummation of the transactions contemplated hereunder and certifying to the incumbency and signatures of the officers of the Company and the Stockholder; (k) delivery to Purchaser of such other deeds, bills of sale, assignments, certificates of title, other instruments of transfer and conveyance and other documents or certificates as may reasonably be requested by Purchaser, each in a form and substance satisfactory to Purchaser and its legal counsel and executed by a duly executed officer of the Company and/or the Stockholder; and (l) Purchaser shall have received a commercial mortgage loan offer from the Stockholder or one of its Affiliates in an amount equal to 80% of the book value of the Owned Property as of the Closing on standard market terms and conditions. For example, if the book value of the building comprising a portion of the Owned Property (without regard to accumulated depreciation as of the Closing) is equal to $1,700,067, depreciation as of the Closing is equal to $22,250 and the book value of the land comprising a portion of the Owned Property as of the Closing is equal to $200,000, for a total net book value of $1,877,817, then the amount of such loan offer shall be $1,502,000.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Selling Stockholders shall be true and correct in all material respects as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified as expressly relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); (b) Seller the Selling Stockholder shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser there shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) not have been fulfilledor occurred any event, change, occurrence or circumstance that has had a Material Adverse Effect since the Balance Sheet Date; (d) no Legal Proceeding shall have been instituted or threatened or claim or demand made against the Selling Stockholder, the Company or, or Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;hereby. (e) there Purchaser shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation have received the written resignations of any each of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any directors of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Company; (f) [Reserved];

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties Fundamental Representations of Seller set forth in this Agreement and in each of the Transaction Documents Sellers shall be true and correct in all material but de minimis respects as of the Closing Date as though made on at and as of the Closing Dateas though made at and as of such time, except that those and all other representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification of Sellers set forth in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) at and as of said datesthe Closing as though made at and as of such time, except (i) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date) and (ii) to the extent that the failure of such representations and warranties to be true and correct would not have, individually or in the aggregate, a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Sellers, dated the Closing Date, to such effect; (b) Seller Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Date and Purchaser shall have received a certificate signed by an authorized officer of SellerSellers, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledto such effect; (dc) there shall not be in effect on the Closing Date any pending action or final Order or Law restrainingby a Governmental Body of competent jurisdiction that makes illegal, enjoining enjoins or otherwise prohibiting or making illegal prohibits the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or hereby; (d) all approvals, consents and waivers that could reasonably be expected to otherwise result are listed in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to PurchaserSchedule 9.1(d) shall have been received, and there executed counterparts thereof shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law have been delivered to Purchaser at or prior to the transactions contemplated by this Agreement or any of the Transaction DocumentsClosing; (e) there Sellers shall not be any action, suithave delivered, or proceeding pending or threatened before any Governmental Body that could reasonably caused to be expected delivered, to Purchaser the following: (i) prevent consummation a duly executed Bxxx of Sale in the form of Exhibit B hereto (the “Bxxx of Sale”); (ii) a duly executed Assignment and Assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”); (iii) duly executed assignments of any and all U.S. trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Purchased Intellectual Property; (iv) a duly executed Non-Competition Agreement in the form of Exhibit D hereto (the “Non-Competition Agreement”); (v) a duly executed Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”); (vi) a duly executed Escrow Agreement; (vii) a certificate described in U.S. Treasury Regulations Section 1.1445-2(b), certifying that Sellers are not a foreign persons within the meaning of Section 1445 of the Code; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors or other equivalent governing body of such Seller authorizing the execution, delivery and performance of this Agreement and the Seller Documents and the consummation of the transactions contemplated by this Agreement or hereby and thereby, and that all such resolutions are in full force and effect and are all the Transaction Documents, (ii) cause any of resolutions adopted in connection with the transactions contemplated by hereby and thereby; and (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying the names and signatures of the officers or other authorized representatives of such Seller authorized to sign this Agreement Agreement, the Seller Documents and all the other documents to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own delivered hereunder and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];thereunder.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Law): (a) all representations and warranties of the Seller and Owners contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) the Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, date and in form and substance reasonably satisfactory to the Purchaser) executed by the Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a6.1(a), 6.1(b) and 9.1(b6.1(c) have been fulfilledhereof, and resolutions of the Board of Directors of the Seller authorizing the acquisition of the Seller; (de) the Purchaser shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Purchaser Documents; (f) there shall not have been or occurred any event which will have a Material Adverse Effect; (g) the Seller shall have obtained all consents and waivers referred to in Section 3.5 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the Seller Documents; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation Dxxxxx Xxxxxxxxx, Fxxx Xxxxxxxxx, Gxxx Xxxxxx shall have entered into the Employment Agreements with the Purchaser, substantially in the form of any of Exhibit B hereto (the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)“Employment Agreements”; (fj) [Reserved];the Purchaser shall have received disclosure schedules required pursuant to Article 3 hereof, which shall be reasonably satisfactory to the Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate effect the transactions contemplated by this Agreement is Exchange shall be subject to satisfaction of the fulfillment, on following additional conditions at or prior to the Closing Date, of each of the following conditions (any or all of which may be Date unless waived by Purchaser in whole or in part pursuant to the extent permitted by applicable Law):Section 8.3 hereof: (a) the The representations and warranties of Seller and the Company set forth in this Agreement Articles 2 and in each of the Transaction Documents 3 hereof shall be true and correct in all material respects as of the date of this Reorganization Agreement and as of the Closing Date as though made on and as of the Closing DateDate (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as otherwise contemplated by this Reorganization Agreement or consented to in writing by Purchaser; PROVIDED, HOWEVER, that those (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties that are modified as relating to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification ; and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in all respects as of said datesthe aggregate, a Material Adverse Effect on Seller or the Company; (b) Seller and the Company shall have performed and complied in all material respects with performed all obligations and agreements complied with all covenants required in by this Reorganization Agreement to be performed or complied with by them at or prior to the Closing Date;; and (c) Purchaser Seller shall have received delivered to Purchaser a certificate signed by an authorized officer of Sellercertificate, dated the Closing DateDate and signed by its Chairman, certifying President and Chief Executive Officer or any Executive Vice President to the effect that the conditions contained set forth in Sections 9.1(aparagraphs (a) and 9.1(b(b) of this section have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];satisfied.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) to the best of Seller’s knowledge, all representations and warranties of the Sellers and the Companies contained herein shall be true and correct as of the date hereof; (b) to the best of Seller’s knowledge, all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents Companies contained herein not qualified as to materiality shall be true and correct in all material respects as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) to the best of Seller’s knowledge, the Seller and the Companies shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a), 7.1(b) and 9.1(b7.1(c) have been fulfilledhereof; (de) Certificates representing 100% of the Securities shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) there shall not have been or occurred any Material Adverse Change; (g) the Seller and the Companies shall have obtained all consents and waivers referred to in Schedule 4.7 hereto, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the Employment Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers and the Companies, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Employment Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) shall have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own been executed and operate the Purchased Assets (and no such Order shall be in effect);delivered; and (fj) [Reserved];the Purchaser shall have received information satisfactory in its sole discretion to verify the accuracy of all financial information delivered by the Seller to the Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller the Company set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); provided, however, in the event of any breach of a representation or warranty of the Company set forth in this Agreement, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together could reasonably be expected to have a Material Adverse Effect on the Company; (b) Seller the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) there shall not have been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or which could reasonably be expected to have a Material Adverse Effect on the Company; (d) Purchaser shall have received a certificate signed by an authorized the chairman and chief operating officer of Sellerthe Company, in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b8.1(a)-(c) have been fulfilledsatisfied in all respects; (de) with respect to each Owned Property, Purchaser shall have received a binding commitment from a title company of Purchaser’s choice, the costs of such commitment which will be borne by the Company, in an amount not to exceed $1,000.00, to issue a policy of title insurance on such Owned Property, which shall show title thereto to be in the condition represented by the Company herein (all Liens, including all Liens set forth on Company Disclosure Schedule 4.10(a)(i)(A), being satisfied by the Company at or prior to Closing, and satisfactory evidence thereof provided to Purchaser and its title company on or before Closing), and shall show no rights of occupancy or use by third parties other than tenants under Real Property Leases, no encroachments, and no gaps in the chain of title, the cost of the cure of which shall be borne by the Company (for the avoidance of doubt, the costs of any premium for title insurance shall be borne by Purchaser); (f) Purchaser shall have received, from Purchaser’s surveyor, an ALTA/ACSM Class A Land Title Survey with respect to each Owned Property, which reflects the location of all improvements and easements and that all improvements are located within the boundaries of the Owned Property and that no encroachments exist, the cost of which surveys shall be borne equally by the Company and Purchaser; (g) the Company shall have delivered to Purchaser’s title company any certifications, gap and lien indemnities and title and survey affidavits, commonly delivered in transactions involving the sale of real property in which title insurance is purchased, as may be requested by the title company in connection with the issuance of title insurance for Purchaser or its lenders, together with copies of formation documents, incumbency certificates, certificates of good standing and consents or resolutions as are reasonably requested by said title company; (h) there shall not be in effect on the Closing Date any Order or Law by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by hereby; (i) the Company shall have obtained any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority set forth on Company Disclosure Schedule 4.3(b) required to be obtained or made in connection with the execution and delivery of this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits performance of the transactions contemplated by this Agreement or any hereby and Purchaser and the Company shall have obtained those consents, waivers and approvals referred to in Section 4.3(b) hereof in a form satisfactory to Purchaser; (j) the Company shall have provided Purchaser with an affidavit of non-foreign status of the Transaction Documents Company that complies with Section 1445 of the Code (a “FIRPTA Affidavit”); (k) the Company shall have delivered, or caused to be delivered, to Purchaser a duly executed xxxx of sale in the form of Exhibit C hereto and other documents and instruments of transfer reasonably requested by Purchaser or Purchaser’s title company; (l) the Company shall have delivered, or cause to be delivered, to Purchaser duly executed general warranty deeds in forms appropriate for each state in which Owned Real Property is located and, if requested by Purchaser, separate assignments for the Real Property Leases; (m) the Company shall have obtained the issuance, reissuance or transfer of all Permits (including Environmental Permits) to Purchaser necessary to conduct the operations of Business as of the Closing Date, and the Company shall have satisfied all property transfer requirements arising under Law, including Environmental Laws; (n) the Company shall have obtained the appropriate consents required under incentives from Governmental Authorities related to the Facility and Purchaser shall have obtained the appropriate consents under incentives from Governmental Authorities related to its business; (o) the Company shall have delivered, or caused to be delivered, to Purchaser duly executed assignments of the registrations and applications included in the Intellectual Property, in a form reasonably acceptable to Purchaser and suitable for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office or equivalent foreign agency, as applicable, and general assignments of all other Intellectual Property; (p) the Company shall have delivered, or caused to be delivered, to Purchaser an opinion of Bradshaw, Fowler, Xxxxxxx & Fairgrave, P.C., , counsel to the Company, in form and content reasonably satisfactory to Purchaser, : (i) that the Plan of Reorganization has been properly approved and there shall not be pending or threatened on authorized by the Closing Date any action in, before or by any Governmental Body that could reasonably be expected Bankruptcy Court and allows the Company to result in sell the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law Purchased Assets to Purchaser or and to consummate the transactions Transactions contemplated by this Agreement or any of and (ii) which contains the Transaction Documentsother opinions set forth on Exhibit D hereto; (eq) there the Company shall not be have delivered all instruments and documents necessary to release any action, suitand all Liens on the Purchased Assets; (r) the Company shall have delivered, or proceeding pending or threatened before caused to be delivered, to Purchaser copies of all consents, waivers and approvals referred to in this Section 8.1; and (s) Purchaser shall have obtained the Purchaser Unitholder Approval. (t) This Agreement, the Transaction and any Governmental Body that could reasonably be expected to other transactions contemplated herein shall have been approved by the Bankruptcy Court as part of a plan of reorganization for the Company under Chapter 11 of the Bankruptcy Code and the confirmation order entered by the court shall have become a Final Order. (u) Purchaser shall have obtained (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, Loan Guarantee and (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own Loan. The Loan Guarantee and operate the Purchased Assets (and no such Order Loan shall be in effect);for the amount necessary to complete the Corn Oil Pretreatment Facility, which is currently estimated to cost $7,000,000. (fv) [Reserved];Purchaser shall have obtained a binding commitment from a design-builder for the Corn Oil Pretreatment Facility at the plant as described in Section 6.16. The binding commitment shall be on terms acceptable to Purchaser in its sole discretion and shall include the terms described in Section 6.16 and a 100% performance guarantee. (w) Company shall have, to the reasonable satisfaction of Purchaser, satisfied the requirements of Section 6.10(c), (d) and (e) hereof related to the replacement, repair and testing of certain items. (x) Purchaser shall have obtained Small Business Loan.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate purchase the transactions contemplated by this Agreement is Shares at the Closing are subject to the fulfillment, on satisfaction at or prior to the Closing Date, of each of the following conditions (unless satisfaction of any or all of which may be such condition is expressly waived by Purchaser in whole or in part to the extent permitted by applicable LawPurchaser): (a) the The representations and warranties of Seller set forth contained in this Agreement and in each of the Transaction Documents Article II shall be true and correct accurate in all material respects as of the Closing Date as though made on date hereof and as of the Closing DateDate as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification which shall be true and correct accurate in all material respects as of said datessuch date); (b) Seller shall have performed and complied with, in all material respects with respects, all obligations and agreements required in by this Agreement to be performed or complied with by them it prior to or at the Closing DateClosing; (c) No Proceeding by any Governmental Authority shall be pending which seeks to prohibit or declare illegal the transactions contemplated by this Agreement and no Law or Judgment shall be in effect having any such result; (d) All Consents and notices listed on Section 6.1(d) of the Seller Disclosure Schedule shall have been obtained or made, as applicable, and all waiting periods specified under applicable Laws and all extensions thereof, the passing of which is necessary for such consummation, including without limitation, the waiting period under the HSR Act, shall have expired or been terminated; (e) Seller shall have delivered certificates for the Shares duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms sufficient to convey to Purchaser title to the Shares; (f) Purchaser shall have received from Seller a certificate, signed by an appropriate officer of Seller, as to the satisfaction of the conditions set forth in paragraphs (a), (b) and (c) of this Section 6.1; (g) The Section 5.12 Agreements shall have been executed and delivered; (h) Purchaser shall have received evidence reasonably satisfactory to it that all of the assignments and transfers required pursuant to Section 5.5 shall have been made in accordance with that provision; (i) IGT shall have delivered to Purchaser a guaranty of the Seller's obligations under Sections 1.4, 5.3(a) and 8.10 hereof in the form attached hereto as Exhibit A; (j) Purchaser shall have received the resignations of those officers and directors of the Company listed on Section 6.1(j) of the Seller Disclosure Schedule; (k) The funds necessary to pay the Initial Purchase Price shall have been obtained by Purchaser on terms reasonably acceptable to Purchaser; (l) Purchaser shall have received a true and complete copy of the certificate signed of incorporation, as amended, of the Company, a true and complete copy of the by-laws, as amended, of the Company, and resolutions of the Board of Directors of the Company authorizing and approving this Agreement and the other agreements and transaction contemplated hereby, each certified by an authorized officer the Secretary of Seller, dated the Closing Date, certifying that Company; and (m) The Contracts between the conditions contained in Sections 9.1(a) Company and 9.1(b) VLC listed on Section 2.17 of the Seller Disclosure Schedule shall have been fulfilled; (d) there terminated and Purchaser shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation have received evidence of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];termination.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) Other than the representations and warranties of the Company and the Seller set forth constituting the Seller Fundamental Representations, the representations and warranties of the Company and the Seller contained in this Agreement and any certificate delivered pursuant hereto shall be true and correct in each all respects on and as of the Transaction Documents Closing Date with the same effect as though made at and as of such date (except those representations and warranties stated to relate to an earlier date, in which case as of that earlier date), except where the failure of any such representation or warranty to be true and correct (without giving effect to any “materiality”, “material” or “Material Adverse Effect” qualifier set forth therein) as of the date hereof or as of the Closing Date (or such express earlier date) would not have a Material Adverse Effect. The representations and warranties of the Company and the Seller constituting the Seller Fundamental Representations shall be true and correct in all material respects as (except for Sections 4.2 (Authorization of the Closing Date as though made on Agreement), 4.4 (Capitalization), 5.2 (Authorization of Agreement) and as of the Closing Date5.4 (Ownership), except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification which shall be true and correct in all respects respects) on and as of said dates;the Closing Date with the same effect as though made at and as of such date (except those representations and warranties stated to relate to an earlier date, in which case as of that earlier date). (b) The Company and the Seller shall have duly performed and complied in all material respects with all obligations agreements and agreements covenants required in by this Agreement to be performed or complied with by them prior to before or on the Closing Date;. (c) Purchaser No Legal Proceeding shall have received a certificate signed by be pending before any Governmental Body or before any arbitrator that is reasonably likely to result in an authorized officer Order that would prevent the performance of Sellerthis Agreement, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of declare unlawful the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suitAgreement, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the such transactions contemplated by this Agreement to be rescinded following consummationrescinded. (d) All approvals, consents, and waivers that are listed in Schedule 8.1(d) of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Purchaser at or before the Closing. (iiie) Since May 31, 2015 there shall not have a Seller been any Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect);Effect. (f) [Reserved]Seller shall have delivered to Purchaser an Officer’s Certificate of Seller, given by him or her on behalf of Seller and not in his or her individual capacity, certifying that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been met; (g) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted (the “HSR Approval”); and (h) the Company or Seller shall have made, or caused to have been made, the deliveries contemplated by Section 3.2. If the Closing occurs, all Closing conditions set forth in this Section 8.1 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions transaction contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a1) all representations and warranties of the Company and the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement the Company and in each of the Transaction Documents Sellers contained herein not qualified as to materiality shall be true and correct in all material respects as of the Closing Date as though made on respects, at and as of the Closing Date, except that Effective Time with the same effect as though those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (b2) Seller the Company and the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c3) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by each Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1.(1) and 9.1(b7.1.(2) have been fulfilledhereof; (d4) there the Purchaser shall not be have been furnished with certificates from the Company, executed by its President and Secretary, certifying as to the fulfillment of the conditions specified in effect on Sections 7.1(1) and 7.1(2) hereof; (5) no action, suit or proceeding shall have been instituted by any Person before any Governmental Body seeking to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or seeking damages or a discovery order in connection with such transactions, or that has or may have, in the reasonable opinion of the Purchaser, a Material Adverse Effect; (6) certificates representing 100% of the Shares shall at the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal be validly delivered and transferred to the consummation of any of Purchaser; (7) the Purchaser shall have obtained all consents and waivers referred to in Section 5.3 hereof with respect to the transactions contemplated by this Agreement and the Purchaser Documents; (8) except for bonus payments and distributions permitted under Section 6.2.3, there shall not have been or occurred any Material Adverse Change between the date of this Agreement and the Transaction Documents or that could reasonably be expected Closing Date; (9) the Sellers shall have obtained all consents and waivers referred to otherwise result in Section 4.5 hereof, in a material diminution of form reasonably satisfactory to the benefits of Purchaser, with respect to the transactions contemplated by this Agreement or any of and the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Seller Documents; (e10) there the Sellers shall not be any action, suit, or proceeding pending or threatened before any Governmental Body have provided the Purchaser with an affidavit of non-foreign status that could reasonably be expected to (i) prevent consummation of any complies with Section 1445 of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Code; (f11) [Reserved];the Purchaser shall have received the items set forth in Section 8.1; and (12) the waiting period under the HSR Act shall have expired or early termination shall have been granted.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller set forth in this Agreement and in each of the Transaction Documents contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) the Seller shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Seller certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(a7.1(a), 7.1(b) and 9.1(b7.1(c) have been fulfilledhereof; (de) Certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) there shall not have been or occurred any material adverse change to the Company, any Subsidiary or the Business; (g) the Seller shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation the Purchaser shall have received the written resignation of any each officer and director of the transactions contemplated by this Agreement or Company; and (j) the Transaction Documents, (ii) cause any Purchaser shall have received the audited financial statements of the transactions contemplated by this Agreement to be rescinded following consummationCompany, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own in form and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];scope required for SEC reporting purposes.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Sellers contained herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true had been made again at and correct in all respects as of said datesthat time; (bc) Seller the Sellers shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by each Representing Seller certifying that as to the fulfillment of the applicable conditions contained specified in Sections 9.1(a8.1(a), 8.1(b) and 9.1(b8.1(c) have been fulfilledhereof; (de) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens; (f) the Purchaser shall have obtained all consents and waivers referred to in Section 7.3 hereof with respect to the transactions contemplated by this Agreement and the Purchaser Documents; (g) there shall not have been or occurred any Material Adverse Change; (h) the Representing Sellers shall have obtained all consents and waivers referred to in Section 4.6 hereof, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the Seller Documents; (i) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (ej) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any each of the transactions contemplated by this Agreement or Sellers shall have provided the Transaction Documents, (ii) cause any Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the transactions contemplated by this Agreement to be rescinded following consummation, or Code (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect"FIRPTA Affidavit"); (fk) [Reserved];the Purchaser shall have received the written resignations of each director of the Company; and (l) the Purchaser's investigation of environmental conditions at the properties and facilities of the Company shall not have revealed any circumstances which could reasonably result in (1) the criminal prosecution of the Company or any employee of the Company under Environmental Laws, (2) any suspension or closure of operations at the Company's properties or facilities or (3) any liabilities arising under Environmental Laws which, individually or in the aggregate, could reasonably give rise to a Material Adverse Effect.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Contemplated Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of each Seller set forth in this Agreement qualified as to materiality or Material Adverse Effect shall be true and correct in each of the Transaction Documents all respects, and those not so qualified shall be true and correct in all material respects as of the Closing Date as though made on respects, at and as of the Closing DateClosing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification Effect shall be true and correct in all respects respects, and those not so qualified shall be true and correct in all material respects, in each case, on and as of said datessuch earlier date); provided, however, that in the event of a breach of a representation or warranty other than a representation or warranty qualified by Material Adverse Effect, the condition set forth in this SECTION 7.02(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect; and Purchaser shall have received a certificate signed by an authorized officer of NBA, on behalf of all Sellers, dated the Closing Date, to the foregoing effect; (b) each Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of SellerNBA, on behalf of all Sellers, dated the Closing Date, certifying to the forgoing effect; provided, however, that if any one or more Assumed Contracts has been excluded from assumption by Purchaser pursuant to SECTION 1.04(h), the exclusion of such contract or contracts from the Assumed Contracts in accordance with such Section shall not be considered a failure of Sellers to have performed and complied with their obligations hereunder unless the unavailability to Purchaser of such contract or contracts shall have a Material Adverse Effect; (c) on or prior to the date which is five (5) Business Days prior to the Bid Deadline, Sellers shall have obtained from the lessor under the Cypress Village Ground Lease (the "CYPRESS VILLAGE GROUND LESSOR") and delivered to the Purchaser evidence reasonably satisfactory to the Purchaser that the conditions contained Cypress Village Ground Lessor has either (i) agreed to (A) sell, transfer and convey to Purchaser, at Closing all of its right, title and interest in Sections 9.1(aand to the Leased Real Property for a purchase price not in excess of an amount equal to $1,695,000 net to the Cypress Village Ground Lessor (but in no event more than $1,850,000) and 9.1(b(B) have terminate the Cypress Village Ground Lease contemporaneously with the consummation of such sale of the Leased Real Property, or (ii) agreed to execute in favor of Purchaser (x) a commercially reasonable estoppel, dated not earlier than 60 days prior to the Closing Date, in favor of Purchaser, confirming that the Cypress Village Ground Lease is in full force and effect (and attaching a true and correct copy of the Cypress Village Ground Lease), the tenant is not in default thereunder (except to the extent there exists any default related to the commencement of the Bankruptcy Cases), the date through which rent has been fulfilledpaid and such other matters reasonably required by Purchaser and shall agree to provide substantially similar estoppels, from time to time, as requested by the lessee under the Cypress Village Ground Lease, and (y) an amendment to the Cypress Village Ground Lease (or other similar agreement or acknowledgement executed by the Cypress Village Ground Lessor) to include or otherwise provide for, in all material respects, the Lease Financing Provisions; and, in addition to the foregoing, at or prior to Closing, the Cypress Village Ground Lessor has delivered to Purchaser the instruments of conveyance or other documents referred to in the foregoing clause (i) or (ii), as applicable; (d) there Sellers shall not be in effect on have taken reasonable steps necessary to appoint Purchaser or its designees as their successor with respect to the Closing Date any Order control, governance, use or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation operation of any portion of the transactions contemplated by this Agreement Real Property Assets or related Equity Homes and to transfer such rights of Sellers to Purchaser; and, to the extent necessary, (i) Sellers shall have taken such steps as are necessary to remove Sellers from any decision-making roles with respect to the Declaration and Restrictions for Foxwood Springs (including amendments thereto) following the Closing, (ii) Sellers shall have designated Purchaser or its designees as the "operator" under the First Amended and Restated Indenture of the Transaction Documents Restrictions of Xxxxx Run Village (including amendments thereto) and shall have executed a declaration or that could amendment to said indenture, in recordable form, reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents acceptable to Purchaser, transferring all rights of Sellers thereunder to Purchaser, (iii) Sellers shall have assigned to Purchaser, pursuant to an instrument in recordable form, all of its rights under the Amended and there Restated Declaration of Covenant Conditions and Restrictions of Village at Skyline, and (iv) Sellers shall not be pending have irrevocably designated Purchaser and its designees as the "operator" under the Indenture of Restrictions Regarding Cypress Village (including the amendments thereto) and shall have executed a declaration or threatened on the Closing Date any action inamendment to said indenture, before or by any Governmental Body that could in recordable form, reasonably be expected acceptable to result in the issuance Purchaser, transferring all rights of any such Order or the enactment, promulgation or deemed applicability of any such Law Sellers thereunder to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsPurchaser; (e) there shall not be have occurred since the date hereof any actionevent or events (including Purchaser becoming aware after the date hereof of material information concerning the Business or the Acquired Assets existing prior the date hereof) that, suitindividually or in the aggregate, have had or proceeding pending or threatened before any Governmental Body that could would reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Effect; (f) [Reserved];Sellers shall have delivered, or caused to be delivered or be ready, willing and able to deliver, to Purchaser at the Closing all of the applicable items set forth in SECTION 2.05; and (g) Purchaser has not elected not to proceed with the Closing in accordance with SECTION 1.04(h)(i)(B).

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part in its sole discretion to the extent permitted by applicable Law): (a) each of the representations and warranties of Seller set forth Sellers contained in this Agreement the first sentence of Section 5.1 (Organization and in each Good Standing), Section 5.2(a) (Authorization of Agreement), Section 5.3(a)(i) (No Conflicts; Required Consents), Sections 5.4(a) and (b) (Title to Purchased Assets; Acquired Entities) and Section 5.12 (Financial Advisors) (collectively, the Transaction Documents “Fundamental Representations”) shall be true and correct in all material respects (other than de minimis inaccuracies) as of the date when made and as of the Closing Date as though (other than in the case of Fundamental Representations that are made on and as of the Closing Datea specified date, except that those which representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said datessuch specified date), and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, to the foregoing effect; (b) each of the representations and warranties of Sellers contained in Article V, other than the Fundamental Representations and the representations and warranties contained in Section 5.16(a) (Absence of Certain Changes or Events), shall be true and correct (without giving effect to any limitation or qualification by a materiality standard, including “in all material respects,” “material” or “Seller Material Adverse Effect”) as of the date when made and as of the Closing, as if made on the Closing Date (except for any such representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct as of such specific date), except where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, to the foregoing effect; (c) each of the representations and warranties of Sellers contained in Section 5.16(a) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the date when made and as of the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, to the foregoing effect; (d) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;foregoing effect; and (e) there Sellers shall not be any action, suithave delivered, or proceeding pending or threatened before any Governmental Body that could reasonably caused to be expected delivered, to (i) prevent consummation of any Purchaser all of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be items set forth in effect); (f) [Reserved];Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser under this Agreement to consummate the transactions contemplated by this Agreement is hereby to be consummated at the Closing shall be subject to the fulfillmentsatisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of Purchaser: (a) All representations and warranties of Sellers in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and complete in all respects (with respect to representations and warranties qualified or limited by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties not so qualified or limited), in each case when made and on and as of the Closing Date as if made on and as of that date (other than any such representations or warranties that expressly speak only as of an earlier date); provided, that this condition shall be deemed satisfied if any inaccuracies in any of such representations and warranties at and as of the applicable date (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions contained therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) All of the terms, covenants and conditions to be complied with and performed by Sellers on or prior to the Closing Date, of each of the following conditions (any Date shall have been complied with or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct performed in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date;respects. (c) Purchaser shall have received a certificate signed by an authorized officer of Selleror certificates, dated as of the Closing Date, executed on behalf of Sellers, each by an authorized executive officer thereof, certifying in such detail as Purchaser may reasonably request that the conditions contained specified in Sections 9.1(aSection 5.4(a) and 9.1(bSection 5.4(b) hereof have been fulfilled;. (d) there The waiting period under the HSR Act or any other applicable competition, merger, control, antitrust Law or similar Law shall have expired or terminated, and the FAA, DOT and any other Governmental Authorities whose consent is required for consummation of the transactions contemplated hereby (including without limitation the applicable regulatory body of the European Union) shall have issued all approvals required for the transactions contemplated hereby, and no condition or requirement unacceptable to Purchaser in its sole discretion shall be imposed on or required of Purchaser or any of its Affiliates as a result of or as a condition to any of the foregoing. (e) All Consents described on Schedule 6.11 shall have been obtained (without any limitation, restriction or condition not otherwise applicable to the applicable Seller being imposed on Purchaser or its ownership or use of any Transferred Assets), except for where the failure to obtain such Consents will not have had, or would not be reasonably likely to have, a Material Adverse Effect. (f) No action, suit or proceeding (including, without limitation, any proceeding over which the Bankruptcy Court has jurisdiction under 28 U.S.C. Section 157(b) and (c)) shall be pending or overtly threatened by or before any Governmental Authority or pending or overtly threatened by any other party to enjoin, restrain, prohibit or obtain substantial damages or significant equitable relief in effect on the Closing Date any Order respect of or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of related to any of the transactions contemplated by this Agreement, or that would be reasonably likely to prevent or make illegal the consummation of any transactions contemplated by this Agreement or any that, if adversely determined, could be materially adverse to the operation or use of the Transaction Documents Transferred Assets, and any such actions, suits or proceedings that could reasonably have theretofore been brought and determined shall have become Final Orders. (g) There shall not be expected to in effect any Law of any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise result in a material diminution of the benefits preventing consummation of the transactions contemplated by this Agreement Agreement. (h) No loss of or damage to any Transferred Asset(s) shall have occurred since the date of the Transaction Documents Original Agreement, except for (i) damage that has already been fully repaired, (ii) losses that have been replaced with assets of comparable or higher quality with the reasonable approval of Purchaser and (iii) other damage or losses that, in the aggregate, have not had, or would not be reasonably likely to have, a Material Adverse Effect. (i) No loss or modification of or limitation on any Assumed Contract shall have occurred since the date of the Original Agreement without the written consent of Purchaser in its sole discretion, including without limitation any forfeiture, expiration without renewal, termination or other loss thereof, except for losses, modifications or limitations that, in the aggregate, have not had, or would not be reasonably likely to have, a Material Adverse Effect. (j) No loss of or limitation on any Route shall have occurred since the date of the Original Agreement without the written consent of Purchaser in its sole discretion, including without limitation any forfeiture, expiration without renewal, termination or other loss thereof. (k) No Slot shall have been withdrawn by the FAA or designated for withdrawal by the FAA for any reason whatsoever (except those that have been reinstated as of the Closing and those relinquished with the written consent of Purchaser in its sole discretion) and Sellers' right or license to use any Slot shall have not expired without renewal or have been terminated or revoked by the FAA for any reason whatsoever (except those that have been reinstated as of the Closing, those relinquished with the written consent of Purchaser in its sole discretion and those under leases that have expired by their terms) and no Law shall have been enacted, adopted, modified, amended or repealed, the effect of which is to prevent the transfer of any Slot or materially limit or prohibit the use by Purchaser of any Slot. (l) The Approval Order and the Sale Procedures Order shall have been entered, shall be in form and substance reasonably satisfactory to Purchaser, and there shall have each become a Final Order, and the Approval Order, the Sale Procedures Order and any other orders of the Bankruptcy Court with respect to this Agreement and the DIP Facility shall be in form and substance reasonably satisfactory to Purchaser. (m) The CBA Amendments, in form and substance reasonably acceptable to Purchaser in its sole discretion, shall have been obtained. (n) The Rights Plan Amendment, if required by Purchaser, in form and substance reasonably acceptable to Purchaser, shall have been obtained and shall be in full force and effect. (o) No event, events or circumstance shall have occurred since the date of the Original Agreement and Purchaser shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance learn of any such Order event, events or the enactmentcircumstances which, promulgation independently or deemed applicability of together with any such Law other event, events or circumstance that have occurred or are reasonably likely to Purchaser occur, have or the transactions contemplated by this Agreement or any of the Transaction Documents;are reasonably likely to have a Material Adverse Effect. (ep) there A Final Order shall not be have been entered rejecting all discounted, bulk-sale or similar ticketing agreements or arrangements between TWA and any actionother party. (q) No claims, suitdisputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or proceeding pending or threatened before any Governmental Body that could reasonably be expected to character (i) prevent consummation of any of costing or expected by Purchaser to cost more than $55,000,000 in the transactions contemplated by this Agreement aggregate or the Transaction Documents, (ii) cause requiring Purchaser to take, or restraining Purchaser from taking, any of the transactions contemplated action that is determined by this Agreement Purchaser to be rescinded following consummationmaterially adverse to, or (iii) have a Seller Material Adverse Effect on unduly burdensome in, conducting Purchaser's business and operations from and after the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order Closing, in each case, shall be in effect); (f) [Reserved];owed by or binding on, be reasonably expected to be owed by or binding on, or, for any then pending matters, if determined adversely, be owed by or binding on Purchaser.

Conditions Precedent to Obligations of Purchaser. The Purchaser’s obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (a) Seller shall have taken all actions (whether corporate or otherwise) which, in Purchaser’s reasonable judgment, are necessary or appropriate to authorize the execution and delivery of this Agreement, the transactions contemplated by this Agreement is subject Agreement, and all documents and instruments incident to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):such transactions; (ab) the The representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents Article II above shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) There have been fulfilledno material or adverse changes to the existence, nature or quality of the Acquired Assets; (d) there No temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing transfer of title of the Acquired Assets shall not be in effect on effect. There shall be no suit, action, investigation, inquiry or other proceeding by any governmental authority or any other Person or any other legal or administrative proceeding pending or threatened which questions the Closing Date any Order validity or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any legality of the transactions contemplated by this Agreement Agreement, or any of the Transaction Documents or that could reasonably be expected to otherwise result seeks damages in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsconnection therewith; (e) there Seller shall not be any actionhave satisfied, suitperformed and complied with all agreements, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by conditions and contingencies contained in this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement required to be rescinded following consummation, performed or (iii) have a Seller Material Adverse Effect on the right of Purchaser complied with by it prior to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)contemporaneously with Closing; (f) [Reserved]Seller shall have delivered to Purchaser a certificate dated as of the Closing Date in a form acceptable to Purchaser certifying compliance with the conditions specified in Sections 5.1(a) through 5.1(e) hereof; (g) Seller shall have delivered to Purchaser all deliveries contemplated by Section 7.3(a) hereof; and (h) Purchaser may, in a writing signed at or prior to the Closing, (i) waive any condition specified in this Section 5.1, if it executes a writing so stating at or prior to the Closing; (ii) extend Seller an opportunity to cure any of the foregoing conditions; and/or (iii) terminate Seller’s obligations hereunder.

Conditions Precedent to Obligations of Purchaser. The Purchaser’s obligation of to effect the Closing and to take the other actions required to be taken by Purchaser to consummate at the transactions contemplated by this Agreement Closing is subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Purchaser in writing, in whole or in part to the extent permitted by applicable Lawpart): (a) the All representations and warranties of made by Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects on and as of the Closing Date as though if made on at and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects such representation made as of said datesa specific date (other than the date hereof) shall only need to have been true on and as of such date; (b) The covenants and obligations that Seller shall have performed and complied in all material respects is required to perform or to comply with all obligations and agreements required in pursuant to this Agreement to be performed at or complied with by them prior to the Closing Datemust have been duly performed and complied with; (c) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Purchaser of the Assets, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) The Seller shall have not suffered a Material Adverse Effect; (e) Representatives of Purchaser shall have received completed the due diligence review of the operations, condition (financial and other), prospects, assets and liabilities of, and other matters related to, the Seller and its business to Purchaser’s satisfaction; (f) All consents and approvals contemplated in Section 2.4(a)(iv) shall have been obtained; (g) Seller shall have delivered to Buyer all of the deliverables described in Section 2.4(a); and (h) Seller shall have executed and delivered to Purchaser a certificate signed by of an authorized appropriate officer of Seller, Seller dated the Closing Date, certifying stating that the conditions contained set forth in Sections 9.1(aSection 6.1(a) and 9.1(bSection 6.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];satisfied.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Lawin its sole discretion): (a) the The representations and warranties of Seller set forth contained in this Agreement and or any schedule, certificate or other document delivered pursuant hereto or thereto or in each of connection with the Transaction Documents transactions contemplated hereby or thereby shall be true and correct in all material respects (other than representations and warranties that are qualified as of the Closing Date as though to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) both when made on and as of the Closing Date, except that those or in the case of representations and warranties that are modified made as to materiality or contain of a qualification referring to a “Material Adverse Effect” or any similar modification or qualification specified date, such representations and warranties shall be true and correct in all respects correct, to the extent set forth above, as of said datessuch specified date; provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties (disregarding materiality and Material Adverse Effect qualifiers for purposes of the satisfaction of this condition) taken together result in a Material Adverse Effect; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date, except where such failure to perform is immaterial (other than the obligations and agreements that are (i) qualified as to materiality or Material Adverse Effect, (ii) qualified by a dollar threshold for compliance or (iii) set forth in Section 7.2(b)(i), (ii), (iii), (iv) and (v) and Section 7.2(c), each of which shall have been complied with in all respects on or prior to the Closing Date), and Purchaser shall have received from Seller a certificate to the effect set forth in clause (a) and this clause (b), signed by a duly authorized officer thereof; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there early termination shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshave been granted; (e) there Seller shall not be any action, suithave delivered, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement caused to be rescinded following consummationdelivered, to Purchaser certificates representing the Shares, duly endorsed in blank or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)accompanied by stock transfer powers; (f) [Reserved]Seller shall have delivered, or caused to be delivered, to Purchaser a duly executed and acknowledged affidavit of the appropriate Affiliate of Seller, substantially in the form attached hereto as Exhibit A, stating that such Affiliate of Seller is not a “foreign person” as defined in Section 1445 of the Code; (g) the FCC Consent shall have been granted by the FCC, and the FCC Consent shall have become a Final Order; provided however, that the condition that the FCC Consent shall have become a Final Order may be waived by Purchaser in its sole option; (h) All authorizations, consents, orders and approvals of all Governmental Bodies and all third party consents included on Schedule 8.1(h) to the Disclosure Schedules shall have been received and shall be satisfactory in form and substance to Purchaser in its reasonable discretion, and with respect to the consents for Material Contracts set forth on Schedule 8.1(h) to the Disclosure Schedules, such consent shall include provisions for the removal of Seller as a party to such Material Contracts, if applicable, and with respect to such Material Contracts where Seller is a party, the Companies and Subsidiaries shall be released and indemnified by Seller for liabilities thereunder unrelated to the Business; (i) (i) Televicentro (with a copy to Seller and Purchaser) shall have received a pro forma ALTA Owner’s Policy of Title Insurance for the Owned Real Property located in the Pueblo Viejo Wxxx of Guaynabo (the “Title Policy”), binding the issuing title company to issue effective as of the Closing Date the Title Policy in due course following closing; in customary form for commercial owner’s policies of title insurance issued on property located within Puerto Rico, and insurance amount of $20,000,000, with no exceptions other than Permitted Exceptions (it being understood that for purposes of the foregoing, specific title exceptions that are included within clause (vii) of the definition of Permitted Exceptions (and are not otherwise excluded from the definition of Permitted Exceptions by the proviso at the end of such definition), shall be deemed Permitted Exceptions in Schedule B of the Title Policy, but the text of clause (vii) shall not be a Permitted Exception in such Schedule B), and with the cost of the related title search and the premium for the basic Title Policy (excluding any additional endorsements and/or affirmative coverages Purchaser may desire to purchase for Televicentro, if any) to be shared equally between Seller and Purchaser at closing; (ii) together with (A) a non-imputation endorsement as to any losses sustained under the basic Title Policy (excluding any losses under any and all additional endorsements and/or affirmative coverages Purchaser may desire to purchase, if any), the cost of which endorsement shall be paid by Purchaser and (B) an endorsement removing the survey exception (at Purchaser’s cost); (iii) Televicentro (with a copy to Seller and Purchaser) shall have received an as-built ALTA Survey of the Owned Property located in the Pueblo Viejo Wxxx of Guaynabo, prepared by a surveyor licensed in the Commonwealth of Puerto Rico acceptable to Purchaser and the Title Company, containing a standard ALTA surveyor’s certificate, the cost of such survey to be paid by Purchaser; and (iv) Seller shall have delivered to the title company issuing the Owner’s Policy (A) a standard seller’s affidavit to remove standard printed exceptions, capable of deletion within the jurisdiction, but in any event Seller shall not be required to indemnify title company for any matters that would be Permitted Exceptions and (B) a nonimputation affidavit necessary to issue the nonimputation endorsement; (j) At Closing, all obligations of the Companies and the Subsidiaries with respect to the Credit Agreement and related documentation and agreements shall have been paid in full, and all obligations, commitments, liabilities, security interests and guaranties of the Companies and the Subsidiaries in connection therewith shall have been terminated and released and Seller shall have provided evidence of such repayment, termination and release to Purchaser; (k) At Closing, all obligations, commitments, liabilities, security interests and guaranties of the Companies and the Subsidiaries with respect to the Indentures and related documentation and agreements listed in paragraphs 3, 4 and 5 on Schedule 5.13(a)(v) of the Disclosure Schedules shall have been terminated and released and Seller shall have provided evidence of such termination and release to Purchaser; (l) No Legal Proceeding shall have been commenced or threatened by or before any Governmental Body that, in the reasonable, good faith determination of the Purchaser, is reasonably likely to (i) prohibit or impose limitations on the Purchaser’s ownership or operation of all or a material portion of its or the Companies’ businesses or assets (or those of any of the Subsidiaries) or (ii) impose limitations on the ability of Purchaser or its Affiliates, or render Purchaser or its Affiliates unable, to acquire or hold or exercise effectively all rights of ownership of the Shares, or effectively to control the business, assets or operations of the Companies or the Subsidiaries in any material respect; (m) Purchaser shall have received letters of resignation from the directors of each of the Companies and each of the Subsidiaries; (n) There shall not have occurred any change, event or development that has had or is reasonably likely to have a Material Adverse Effect; (o) The pending FCC application for renewal for station WNJX-TV shall have been granted by the FCC or its staff acting under delegated authority and such grant shall have become a Final Order. The requirement that the FCC grant of the WNJX-TV renewal application shall become a Final Order may be waived by Purchaser in its sole option; (p) No proceeding shall be pending the effect of which is reasonably likely to be the revocation, cancellation, failure to renew, suspension or material adverse modification of any FCC Authorization; provided, however, that such proceeding shall not be the result of actions or omissions of Purchaser; and (q) Purchaser shall have received an executed counterpart of the Transition Services Agreement signed by each party other than Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on satisfaction (or prior to the Closing Date, of each waiver by Purchaser) of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):conditions: (ai) the representations and warranties of Seller set forth in this Agreement and in each Each member of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller DTV Group shall have performed and complied in all material respects with all their respective obligations and agreements under this Purchase Agreement required in this Agreement to be performed or complied with by them at or prior to Closing, except for such obligations which are qualified by materiality in which case such obligations shall have been performed and complied with in all respects (taking into account any materiality qualifier contained therein), (ii) each of the representations and warranties of the DTV Group contained in this Purchase Agreement shall be true and correct at and as of the date of this Purchase Agreement and as of the Closing Date; , as if made at and as of each such date, in each case except for inaccuracies or omissions that in the aggregate would not reasonably be expected to have a Material Adverse Effect on the DTV Group's ability to consummate the Contemplated Transactions, and (ciii) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated Seller to the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (db) Since the date hereof, there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, have occurred and there shall not be pending exist any event or threatened on the Closing Date any action in, before circumstance that has had or by any Governmental Body that could is reasonably be expected likely to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right Company, other than any event or circumstance caused directly by (i) the gross negligence or willful misconduct of Purchaser or, at the direction of its Managing Member (as defined in the LLC Agreement), the Company or (ii) actions intentionally taken in bad faith by Purchaser or, at the direction of its Managing Member, the Company in an effort to own the Purchased Shares or cause this Section 7.2(b) not to own and operate the Purchased Assets (and no such Order shall be in effect);satisfied; and (fc) [Reserved];Each member of the DTV Group shall have executed and delivered, on or before the Closing Date, the Transaction Documents that are required to be executed by such Person, and Seller shall have delivered or caused to be delivered all other closing deliverables set forth in Section 7.4.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents AT&T Parties shall be true and correct in all material respects as of (other than the Closing Date as though made on and as of the Closing Date, except that those representations and warranties (i) that are modified as to already qualified by materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification (ii) those that are contained in Section 3.4 (Ownership and Transfer of Purchased Equity), which representations and warranties shall be true and correct in all respects respects), in each case, as of said datesthe date of this Agreement and as of the Closing as though made at and as of the Closing; (b) Seller the AT&T Parties shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Sellereach AT&T Party in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a7.1(a) and 9.1(b(b) have been fulfilledsatisfied in all respects; (d) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentshereby; (e) there all material Permits and governmental approvals required to consummate the Transfer of the Purchased Equity shall not be any actionhave been received, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to including (i) prevent consummation of any following notification of the transactions contemplated by this Agreement hereby to Mexico’s Federal Competition Commission (“COFECO”), either (x) COFECO shall have approved the same in writing or (y) the Transaction Documents, (ii) cause any time for COFECO to object to the consummation of the transactions contemplated by this Agreement hereby shall have passed, and (ii) following notification of the transactions contemplated hereby to be rescinded following consummationMexico’s Federal Ministry of Communications and Transport (“SCT”), either (x) the SCT shall have approved the same in writing or (iiiy) the time for SCT to object to the consummation of the transactions contemplated hereby shall have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];passed; and

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable Lawlaw): (a) the all representations and warranties of Seller set forth in this Agreement and in each the Company contained herein (as modified by the Company Disclosure Schedule delivered as of the Transaction Documents date hereof, without giving effect to any update delivered as provided in Section 6.12) shall be true and correct in all material respects correct, as of the Closing Date as though made on and as of the Closing Date, Date (except to the extent that those such representations and warranties that are modified expressly relate to a specified earlier date, in which case such representations and warranties shall speak as of such date) without giving effect to any materiality or contain Material Adverse Effect qualifications contained therein; provided, however, that the condition set forth in this Section 7.2(a) shall be deemed satisfied so long as all failures of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to result in a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller the Company shall have performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) the Purchaser shall have received a certificate signed by an authorized officer of Seller, been furnished with certificates (dated the Closing Date, Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Chief Executive Officer and Chief Financial Officer of the Company certifying that as to the fulfillment of the conditions contained specified in Sections 9.1(aSection 7.2(a) and 9.1(bSection 7.2(b) have been fulfilledhereof; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents;[intentionally omitted] (e) there shall not be have been or occurred any action, suit, event or proceeding pending or threatened before any Governmental Body condition that could would reasonably be expected to have a Material Adverse Effect; (if) prevent consummation No Legal Proceeding shall be pending (or, in the case of Legal Proceedings in which a Governmental Body is, or is threatened to become, a party, threatened) against the Purchaser, any of the Purchased Companies or any of their Subsidiaries, and no Legal Proceeding in which any resulting Liability would be an Assumed Liability shall be pending (or, in the case of Legal Proceedings in which a Governmental Body is, or is threatened to become, a party, threatened) against the Company, that in any case seeks to restrain or prohibit, or obtain substantial damages with respect to, the transactions contemplated by this Agreement, in each case except for any Legal Proceeding of the type described in clause (e) of the definition of “Material Adverse Effect”; (g) the Company shall have provided the Purchaser with certificates issued by each Purchased Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) and the Company shall have provided proper notice to the U.S. Internal Revenue Service of the issuance of each such certificate pursuant to Treasury Regulation Section 1.897-2(h)(2); (h) the Purchaser shall have received the written resignations of each director of each Purchased Company; (i) the individuals set forth on Schedule 7.2(i) shall have executed and delivered non-competition agreements (the “Non-Competition Agreements”), in substantially the form attached hereto as Exhibit B, and such agreements shall be in full force and effect; (j) the Company shall have provided Purchaser with evidence, reasonably satisfactory to Purchaser, as to the termination of the 401(k) Plans and the Terminated Company Plans in accordance with Section 6.14(a); (k) none of the individuals identified on Schedule 7.2(k) shall have ceased to be employed by the Purchased Companies, or shall have directly expressed an intention to terminate his employment with the Purchased Companies. All of such individuals shall have accepted offers of employment with Purchaser and none of such individuals shall have withdrawn or otherwise terminated or directly expressed any intention to withdraw or otherwise terminate such acceptances; and (i) If the Closing occurs within ninety (90) days from the date of this Agreement, the Purchased Companies and their Subsidiaries, taken together as a whole, shall have on the date that is five (5) days prior to the Closing Date (the “Measurement Date”) (a) a cash balance equal to or greater than Thirteen Million Dollars ($13,000,000) (the “Initial Cash Target”), (b) a Working Capital balance equal to or greater than Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) (the “Initial Working Capital Target”), and (c) Debt equal to or less than Twenty Three Million Dollars ($23,000,000) (the “Initial Debt Target”). The foregoing condition shall also be deemed satisfied if the sum of: (1) the amount by which the Initial Cash Target exceeds the amount of the cash balance at the Measurement Date; plus (2) the amount by which the Initial Working Capital Target exceeds the Working Capital at the Measurement Date; plus (3) the amount by which the Debt at the Measurement Date exceeds the Initial Debt Target does not exceed One Million Dollars ($1,000,000). (ii) If the Closing occurs after ninety (90) but within one hundred twenty (120) days from the date of this Agreement (a “Delayed Closing”), the Company shall determine the amount of the cash balance, Working Capital and Debt of the Company, the Purchased Companies and their Subsidiaries, taken together as a whole, as of the date that is eighty five (85) days from the date of the Agreement (the “Baseline Date”). (A) In the event of a Delayed Closing, if on the Baseline Date, the (1) cash balance is equal to or greater than the Transaction DocumentsInitial Cash Target, (2) the Working Capital balance is equal to or greater than the Initial Working Capital Target, and (3) Debt is equal to or less than the Initial Debt Target, then the “New Cash Target” shall equal the Initial Cash Target, the “New Working Capital Target” shall equal the Initial Working Capital Target and the “New Debt Target” shall equal the Initial Debt Target. (B) In the event of a Delayed Closing, if on the Baseline Date, (1) the (x) cash balance is less than the Initial Cash Target, (y) the Working Capital balance is less than the Initial Working Capital Target, or (z) Debt is in excess of the Initial Debt Target, and (2) the amount by which, on the Baseline Date, the sum of the amounts by which (x) the Initial Cash Target exceeds the cash balance, (y) the Initial Working Capital Target exceeds the Working Capital and (z) the Debt exceeds the Initial Debt Target (the “Baseline Date Shortfall”) does not exceed One Million Dollars ($1,000,000), then (i) the “New Cash Target” shall equal the lesser of (x) the cash balance on the Baseline Date and (y) the Initial Cash Target, (ii) cause any the “New Working Capital Target” shall equal the lesser of (x) the transactions contemplated by this Agreement to be rescinded following consummationWorking Capital balance on the Baseline Date and (y) the Initial Working Capital Target and (iii) the “New Debt Target” shall equal the greater of (x) the Debt on the Baseline Date and (y) the Initial Debt Target. (C) In the event of a Delayed Closing, if on the Baseline Date, (1) the (x) cash balance is less than the Initial Cash Target, (y) the Working Capital balance is less than the Initial Working Capital Target, or (z) Debt is in excess of the Initial Debt Target, and (2) the Baseline Date Shortfall exceeds One Million Dollars ($1,000,000), then the “New Cash Target,” the “New Working Capital Target” and the “New Debt Target” shall be determined by adjusting the actual amounts of the cash balance, Working Capital balance and Debt as of the Baseline Date by an aggregate amount of $1,000,000, pro rata in proportion to the amount by which such actual amounts contributed to the amount of the Baseline Date Shortfall. (iii) In the event of a Delayed Closing, the Purchased Companies and their Subsidiaries, taken together as a whole, shall have a Seller Material Adverse Effect on the right Measurement Date, (i) a cash balance equal to or greater than the New Cash Target, (ii) a Working Capital balance equal to or greater than the New Working Capital Target, and (iii) Debt equal to or less than the New Debt Target. The condition set forth in this Section 7.2(l)(iii) shall also be deemed satisfied if the sum of Purchaser to own (1) the Purchased Shares or to own and operate amount by which the Purchased Assets New Cash Target exceeds the amount of the Company’s cash balance at the Measurement Date, plus (and no such Order shall be in effect2) the amount by which the New Working Capital Target exceeds the Company’s Working Capital at the Measurement Date, plus (3) the amount by which the Company’s Debt at the Measurement Date exceeds the New Debt Target does not exceed Five Hundred Thousand Dollars ($500,000);. (fiv) [Reserved];In the event Closing occurs more than one hundred twenty (120) days following the date of this Agreement, the conditions set forth in this Section 7.2(l) shall not be applicable.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser under this Agreement to consummate the transactions contemplated by this Agreement is hereby will be subject to the fulfillmentsatisfaction, on at or prior to the Closing DateClosing, of each all of the following conditions (conditions, any one or all more of which may be waived by Purchaser in whole or in part to at the extent permitted by applicable Law):option of Purchaser: (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and of the agreements required in by this Agreement to be performed or complied with by them Seller at or prior to the Closing Date and Purchaser shall have received a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller to the foregoing effect; (b) No action or proceeding shall have been instituted or threatened for the purpose, or with the probable or reasonably likely effect, of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof; (c) Purchaser shall have received a certificate signed by an authorized officer opinion of Cassxxx Xxxxx & Xlacxxxxx, xxunsel for the Seller, dated as of the Closing Date, certifying that in substantially the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledform attached hereto as Exhibit 7.1(c); (d) Prior to the Closing, there shall not be in effect on the Closing Date have occurred any Order material casualty, damage or Law restraining, enjoining detriment (whether or otherwise prohibiting or making illegal the consummation of not insured) to any of the transactions contemplated Assets or to the Business represented by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, Assets and there shall not be pending or threatened on have occurred any material adverse change with respect to either the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order Assets or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction DocumentsBusiness; (e) there shall not All consents and approvals required to be any actiondelivered by Seller in connection with the execution, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation delivery and performance of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement shall have been obtained and Seller shall have delivered evidence thereof to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect)Purchaser; (f) [Reserved];All necessary action (corporate or otherwise) shall have been taken by Seller, the shareholders of Seller and each Stockholder to authorize, approve and adopt this Agreement and the consummation and performance of the transactions

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement qualified as to materiality shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects (other than the representations and warranties contained in (i) the first sentence of Section 4.1 (organization), (ii) Section 4.4 (capitalization), (iii) Section 4.5 (subsidiaries), (iv) Section 4.23 (related party transactions), (v) Section 4.25 (certain payments), and (vi) Section 4.29 (financial advisors), which representations and warranties shall be true and correct), in each case, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (b) Seller and the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and Purchaser shall have received copies of such resolutions and other documents evidencing performance thereof as Purchaser may reasonably request; (c) since the date hereof, there shall not have been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or which is reasonably expected to have a Material Adverse Effect since the Balance Sheet Date; (d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller, the Company or Purchaser, seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) Purchaser shall have received a certificate signed by an authorized officer Seller and by the Chief Executive Officer and Chief Financial Officer of Sellerthe Company, each in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b7.1(a)-(d) have been fulfilledsatisfied in all respects; provided, that with respect to Section 7.1(a), the Chief Executive Officer and Chief Financial Officer of the Company shall only be required to certify as to the representations and warranties contained in Article IV; (di) there the Company shall not be in effect on the Closing Date have obtained or made any consent, approval, Order or Law restrainingauthorization of, enjoining or otherwise prohibiting registration, declaration or making illegal filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement hereby and (ii) Seller or any of the Transaction Documents or that could reasonably be expected Company shall have obtained all consents, waivers and approvals referred to otherwise result in Sections 3.2(b) and 4.3(b) hereof in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents form satisfactory to Purchaser and copies thereof shall have been delivered to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (eg) there Purchaser shall not be any action, suit, have received the written resignations and release of claims to fees or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation expenses of any each of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any directors and officers of the transactions contemplated Company listed on Schedule 6.15, each in form and substance reasonably satisfactory to Purchaser; (h) the Company shall have obtained the issuance, reissuance or transfer of all Permits (including Environmental Permits) required under Law (including Environmental Laws) to conduct the operations of the Company’s business as of the Closing Date, and the Company shall have satisfied all property transfer requirements and permitting reliance thereon by this Agreement to be rescinded following consummation, or the Company’s lenders arising under Law (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effectincluding Environmental Laws); (fi) [Reserved]Purchaser shall have received a fully executed assumption agreement in a form reasonably acceptable to Purchaser evidencing the assumption of the Excluded Liabilities by Seller; (j) the Company shall have received the written consent of Wheels LT to the assignment of the Lease Agreement dated July 9, 1993, as amended, between Seller and Wheels LT, as successor to Wheels, Inc. (the “Wheels Lease Assignment”), to the Company in a form reasonably acceptable to Purchaser; (k) Purchaser shall have received the items listed in Sections 2.6 and 2.7; and (l) Purchaser shall have received written evidence, satisfactory to Purchaser in its sole discretion, that Seller, its Affiliates and the directors of the Company have irrevocably and unconditionally released the Company from any and all Liabilities, except as contemplated hereby and in other documents, instruments and agreements contemplated hereby.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of the Company and Seller set forth in this Agreement and in each of the Transaction Documents Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, except that those to the extent such representations and warranties that are modified as relate to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification an earlier date (in which case such representations and warranties shall be true and correct in all respects on and as of said datessuch earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in, or would reasonably be expected to result in, a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) the Company and Seller shall have performed and complied in all material respects with all obligations and agreements required in by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) , and Purchaser shall have received a certificate signed by an authorized officer of Sellerthe Company, dated the Closing Date, certifying that to the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilledforegoing effect; (dc) there shall not be in effect on the Closing Date any Order or Law by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby; (i) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, early termination shall have been granted and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummationconsents, or (iii) have a Seller Material Adverse Effect authorizations and approvals set forth on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];Schedule 9.1

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate proceed with the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or fulfillment prior to the or at Closing Date, of each of the following conditions (any set forth in this Section 2.2(a). Any one or all more of which these conditions may be waived in whole, or in part, by Purchaser in whole or in part to the extent permitted by applicable Law):at Purchaser’s sole option. (ai) the The representations and warranties of Seller set forth the GTI Group Members contained in Article IV shall be accurate and complete, individually and collectively, in all material respects (a) as of the date of this Agreement and in each (b) as of the Transaction Documents Closing Date as if made on the Closing Date (except for those representations and warranties contained in Article IV that relate to a specific date, which representations and warranties shall be true accurate and correct complete in all material respects as of such date). The representations and warranties of the GTI Group Members contained in Article IV that contain an express materiality qualifier shall be accurate and complete, individually and collectively, in all respects (x) as of the date of this Agreement and (y) as of the Closing Date as though if made on and as of the Closing Date, Date (except that for those representations and warranties contained in Article IV that are modified as to materiality or contain a qualification referring relate to a “Material Adverse Effect” or any similar modification or qualification specific date, which representations and warranties shall be true accurate and correct complete in all respects as of said dates; (b) Seller such date). Each GTI Group Member shall have performed all of the covenants and agreements and complied in all material respects with all obligations and agreements of the provisions required in by this Agreement to be performed or complied with with, individually and collectively, in all material respects, by them prior to such party at or before the Closing Date;. (cii) No Legal Requirement shall be in effect that prohibits or threatens to prohibit the Contemplated Transactions or that would limit or adversely affect Purchaser’s ownership of the Purchased Assets or control of the Assumed Liabilities. No Legal Proceeding shall be pending or threatened challenging the lawfulness of the Contemplated Transactions or seeking to prevent or delay any of the Contemplated Transactions, or seeking relief by reason of the Contemplated Transactions. Neither the GTI Group Members nor LTS Group Members shall have received any claim by any Person (written or oral) asserting that any Person other than Sellers (A) is the legal or beneficial owner of the Purchased Assets, (B) has any Encumbrance (other than Permitted Encumbrances) on or Security Rights in the Purchased Assets, or (C) is entitled to all or any portion of the Purchase Price. (iii) Between the date of this Agreement and the Closing Date, there shall have been no change, event, development or occurrence that has had or would reasonably be expected to have a material adverse effect, regardless of insurance coverage, on the Business or the Purchased Assets, results of operations, Liabilities, or condition, financial or otherwise, of Sellers, taken together as a whole (a “Material Adverse Effect”). (iv) The GTI Group Members shall have delivered a certificate, dated as of the Closing Date, in a form and substance reasonably satisfactory to Purchaser, certifying to the fulfillment of the conditions set forth in Sections 2.2(a)(i) through (a)(iii). The contents of that certificate shall constitute a representation and warranty of the GTI Group Members as of the Closing Date and shall be deemed relied upon by Purchaser and fully incorporated in this Agreement. (v) Each party shall have received all Legal Approvals necessary or advisable to consummate the Contemplated Transactions. Without limiting the foregoing, Sellers shall have received the Legal Approvals identified on Schedule 4.3. Sellers shall have received all Consents identified on Schedule 2.2(a)(v). Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any all Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or Authorizations necessary to own and operate the Purchased Assets and the Business, in form and substance reasonably satisfactory to Purchaser. (vi) Xxxx Xxxxx shall have executed and no delivered to Purchaser the Employment Agreement substantially in the form of Exhibit B to this Agreement. (vii) Purchaser shall have received copies of the payoff letters received by Sellers from their creditors for all Closing Date Repayment Indebtedness as of the Closing Date, in form and substance reasonably acceptable to Purchaser, stating that all Encumbrances held by such Order creditors on any Purchased Assets shall be in effect);released upon payment of the Closing Date Repayment Indebtedness as provided therein. All other Encumbrances, other than Permitted Encumbrances, on any Purchased Assets shall have been released. (fviii) [Reserved];Purchaser shall have received an estoppel certificate from each lessor of Leased Real Property included in the Purchased Assets, in form and substance reasonably satisfactory to Purchaser, and Purchaser shall have entered into an amended lease with respect to each Business Facility on terms and conditions reasonably satisfactory to Purchaser (including, without limitation, environmental indemnification for all preexisting conditions). (ix) Each Seller shall provide Purchaser with a certificate, duly executed and acknowledged by an officer of such Seller under penalties of perjury, in the form prescribed by Treasury Regulation Section 1.1445-(2)(b)(2) and reasonably satisfactory to Purchaser, certifying that such Seller is not a “foreign person.” (x) The stockholders of GTI shall have approved the Contemplated Transactions. (xi) GTI shall have received the opinion of BCC Advisers, of Des Moines, Iowa as to the fairness of the Purchase Price. (xii) Purchaser shall have received (A) from Chicago Title Insurance Company (I) leasehold title insurance policies issued to Purchaser with respect to the Leased Real Property being conveyed to Purchaser with such endorsements as may be requested by Purchaser and containing only such exceptions that are acceptable to Purchaser, in its sole and absolute discretion, and (II) lender’s policies issued to Purchaser’s lenders with such endorsements as may be requested by such lenders and containing only such exceptions that are acceptable to such lenders, in their sole and absolute discretion, and (B) an ALTA/ACSM as built survey of each parcel for such Leased Real Property in a form and showing such matters as are acceptable to Purchaser, in its sole and absolute discretion. (xiii) Purchaser shall have obtained on terms and conditions satisfactory to it funds sufficient to consummate the Contemplated Transactions. (xiv) Purchaser shall also have received the deliveries referred to in Section 2.2(c). All certificates, opinions and other documents delivered by the GTI Group Members to Purchaser under this Agreement shall be reasonably satisfactory to Purchaser in form and substance. (xv) Purchaser or the GTI Group Members, as applicable, shall have received (x) a Waste Tire Facility Permit from the Minnesota Pollution Control Agency, (y) a Solid Waste Facility License from Xxxxx County Community Development Division, Environmental Health Department and (z) a Permit for Waste Tire Processing from the State of Iowa, Department of Natural Resources, as required for Purchaser to own and operate the Purchased Assets and the Business after the Closing. (xvi) Purchaser shall have received (x) the Sublease Agreement for Iowa Parcel I, the form of which is attached hereto as Exhibit C, duly executed by Xxxxx Asset Management Co., LLC, (y) the Real Property Lease for Iowa Parcels G & H, the form of which is attached hereto as Exhibit D, duly executed by Xxxxx Asset Management Co., LLC and (z) the Real Property Lease for Minnesota Location, the form of which is attached hereto as Exhibit E, duly executed by Two Oaks, LLC.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) [RESERVED]; (b) the representations and warranties of Seller set forth in this Agreement qualified as to materially shall be true and in each of the Transaction Documents correct, and those not so qualified shall be true and correct in all material respects respects, as of the Closing Date as though made on date of this Agreement and as of the Closing Dateas though made at and as of the Closing, except that those to the extent such representations and warranties that are modified expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification materially shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, on and as of said datessuch earlier date); (bc) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them it prior to the Closing Date, and Purchaser shall have received copies of such corporate resolutions and other documents evidencing the performance thereof as Purchaser may reasonably request; (cd) no Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller or Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) Purchaser shall have received a certificate signed by an authorized officer the Chief Executive Officer of SellerSeller in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, certifying to the effect that each of the conditions contained specified above in Sections 9.1(a) and 9.1(b– 9.1(d) have been fulfilledsatisfied in all respects; (di) there Seller shall not have obtained any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in effect on connection with the Closing Date any Order execution and delivery of this Agreement or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any performance of the transactions contemplated by this Agreement or any herein and (ii) Seller shall have obtained all consents waivers and approvals under applicable law and those consents, waivers and approvals referred to in Section 5.3 (b) hereof in a form satisfactory to Purchaser; (g) Seller shall have provided Purchaser with an affidavit of non-foreign status, in form and in substance reasonably satisfactory to Purchaser, in accordance with Treas. Reg. §1.1445-2(b), and Purchaser shall have no actual knowledge that such affidavit is false pursuant to Treas. Reg. §1.1445-4; (h) each of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents persons listed on Schedule 9.1(h) shall have entered into an employment agreement on terms satisfactory to Purchaser, and there such employment agreements shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably in full force and effect and all of such persons shall be expected willing and able to result perform in the issuance of any accordance with such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documentsemployment agreements; (ei) there Seller shall not be any action, suithave delivered, or proceeding pending caused to be delivered, to Purchaser a duly executed xxxx of sale in the form of Exhibit A hereto; (j) Seller shall have delivered, or threatened before any Governmental Body that could reasonably caused to be expected delivered, to (i) prevent consummation Purchaser a duly executed assignment and assumption agreement in the form of any Exhibit B hereto and duly executed assignments of the transactions contemplated by this Agreement or U.S. trademark registrations and applications included in the Transaction DocumentsPurchased Intellectual Property, in a form suitable for recording in the U.S. trademark office, and general assignments of all other Purchased Intellectual Property; (iik) cause any The Registration Statement, including the related Prospectus (as defined above), shall be effective under the Securities Act, no stop order suspending the effectiveness of the transactions contemplated Registration Statement shall have been entered by this Agreement the SEC and no material or fundamental change shall have occurred which requires disclosure thereof to be rescinded following consummationincluded in an amendment to the Registration Statement or a supplement to the Prospectus, or to be incorporated by reference therein from a filing under the Exchange Act, prior to any further use of the Registration Statement and Prospectus under the Securities Act and the rules and regulations thereunder; (iiil) have a Seller Material Adverse Effect on the right agrees to resell any common shares of Purchaser to own be received hereunder in compliance with Rules 144 and 145(d)(i) under the Purchased Shares Securities Act or pursuant to own and operate the Purchased Assets Registration Statement (and no such Order shall be in effectas defined above); (fm) [Reserved]The common shares of Purchaser to be issued to Seller hereunder shall have been listed on Nasdaq; (n) Each of the persons listed on Schedule 9.1(h) shall have entered into an employment agreement on terms satisfactory to such persons and the Purchaser, and such employment agreements shall be in full force and effect; (o) Seller shall have delivered, or caused to be delivered, to Purchaser an officer’s certificate confirming to Purchaser that as of the Closing Date and to the Knowledge of Seller, there have been no additional Orders or legal actions or any Liens filed or claimed with respect to the Legal Proceedings, Orders, and legal actions set forth on Schedule 5.15, except as otherwise specifically disclosed to Purchaser; and (p) Seller shall have delivered, or caused to be delivered, to Purchaser such other documents as Purchaser may reasonably request.