Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect this Agreement are the Merger shall be subject to the satisfaction in all material respects, on or before the Closing Date, of the following additional conditions (at or prior to the Closing Date unless waived by Seller in writing in the manner provided in pursuant to Section 8.1(d) 8.4 hereof):: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI 5 hereof shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as though made on and as of the ClosingClosing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted as otherwise contemplated by this Agreement or which have been entered into consented to in writing by Seller; provided, however, that (i) in determining whether or not the condition contained in this subsection (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties relating to materiality or Material Adverse Effect and (ii) the condition contained in this subsection (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 the ordinary course of business and are not expressly prohibited by this Agreement; aggregate, a Material Adverse Effect on Purchaser; (iib) Purchaser shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or to be complied with by Purchaser under this Agreement at or prior to or at the Closing Date; and (c) Purchaser shall have delivered to Seller a certificate, dated the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the its Chairman, CEO, Executive Vice President of Purchaser or Senior Vice President to the effect that the representations conditions set forth in paragraphs (a) and warranties made by Purchaser in (b) of this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1section have been satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the transaction contemplated by this Agreement are shall be subject to the satisfaction on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller in its absolute discretion: (a) Buyer shall have performed and observed, in all material respects, on all covenants and agreements of this Agreement to be performed and observed by Buyer at or before the Closing Date, prior to Closing; (b) All of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser Buyer contained in this Agreement are shall be true and accurate correct in all material respects as of the Closing Date (orsubject to changes expressly permitted under this Agreement); (c) Buyer shall have delivered to Escrow Agent the Purchase Price as adjusted as provided herein, where applicablepursuant to and payable in the manner provided for in this Agreement; and (d) Buyer shall have delivered to Seller all other items required to be delivered to Seller pursuant to the terms of this Agreement, as including but not limited to those provided for in Section 4.3. In the event any of the earlier specified dateconditions in this Section 5.2 have not been satisfied (or waived in writing by Seller) prior to or on the Closing Date (as same may be extended as provided in this Agreement), which certificate Seller shall be have the right (without limiting any right of Seller to exercise those remedies described in Section 8.1 in the form event of Exhibit 8.1a default by Buyer hereunder) to terminate this Agreement by written notice to Buyer.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing DateClosing, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The Subject to waiver as set forth in Section 8.3 below, the obligations of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respects, fulfillment on or before prior to the Closing Date, Date of each of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):conditions: (a) Representations Buyer shall have performed and Warranties complied with all of Purchaser; Performance its agreements and covenants contained in this Agreement required to be performed and complied by Purchaserit on or prior to the Closing Date. (ib) The representations and warranties of Purchaser set forth Buyer contained in Article VI hereof shall (except where stated this Agreement, the Exhibits and Schedules hereto, or in any other documents expressly required to be as of an earlier date) be accurate delivered by Buyer pursuant to this Agreement, shall have been true and correct in all material respects on the dates such representations and as of warranties were made, and at the Closing Closing, as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser Closing Date. Buyer shall have performed all obligations delivered to Seller a certificate of the President and complied with all covenants required Secretary of Buyer as to be performed or to be complied with by Purchaser under the satisfaction of the conditions specified in Sections 6.1, 6.2(a) and this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and Section 6.2(b). (iiic) Seller shall have received a certificate of the president and secretary of Buyer dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, Date certifying as to the incumbency of the earlier specified date)officers of Buyer signing for it and as to the authenticity of their signatures. (d) Buyer shall have delivered to Seller certified copies of the actions of its Board of Directors authorizing and approving the execution, which certificate shall be in delivery and performance of this Agreement and the form of Exhibit 8.1Ancillary Documents.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing DateClosing, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):), and Purchaser shall use reasonable efforts to cause such satisfaction: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President Chief Executive Officer of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of the Seller to consummate and effect this Agreement are the Acquisition is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of Template contained in Article IV shall have been true and correct in all material respects when made, and such representations and warranties shall be true and correct in all material respects at and as of the Closing with the same force and effect as if those representations and warranties had been made at and as of such time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (b) Template shall, in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required contemplated herein that are necessary to be performed or to be complied with by Purchaser under this Agreement prior to it on or at the Closing Date including the delivery of all documents required at before the Closing; and ; (iiic) the Seller shall have received a certificate dated the Closing and signed by of the President of Purchaser Template, in form satisfactory to counsel for the Seller, certifying fulfillment of the matters referred to in paragraphs (a) and (b) of this Section 6.3; (d) all proceedings, corporate or other, to be taken by Template in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the effect that Seller and Seller's counsel, and Template shall have made available to Seller for examination the representations and warranties made by Purchaser in this Agreement are originals or true and accurate correct copies of all documents that Seller shall have reasonably requested in all material respects as of connection with the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.transactions contemplated by this Agreement; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the transactions contemplated by this Agreement are shall be subject to the satisfaction in performance and observance by Purchaser of all material respects, covenants and agreements of this Agreement to be performed or observed by Purchaser prior to or on the Closing Date and the fulfillment on or before the Closing DateDate of all other conditions precedent to Closing benefiting Seller specifically set forth in this Agreement, any or all of the following conditions (unless which may be waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations its sole discretion. If Seller does not elect to waive such unsatisfied conditions and Warranties of Purchaser; Performance by Purchaser. (i) The representations proceed to Closing, and warranties of Purchaser set forth in Article VI hereof shall (except where stated subject to be as of an earlier date) be accurate in all material respects on and as any automatic extension of the Closing Date, and to Purchaser’s right to further extend the Closing Date, as though made provided herein, Seller may terminate this Agreement on the then-scheduled Closing Date by sending written notice of such termination to Purchaser, in which event the Deposit and as all interest accrued thereon shall be returned to Purchaser and each of the Closingparties hereto shall be relieved of all further obligations hereunder, except for any changes resulting from activities or transactions which may have taken place after the date hereof obligations which are expressly permitted by this Agreement stated herein to survive the expiration or which have been entered into in the ordinary course earlier termination of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required provided, however, that if any of such conditions has not been satisfied due to be performed or to be complied with a default by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; Seller hereunder, then Purchaser’s and (iii) Seller Seller’s respective rights, remedies and obligations shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser instead be determined in this Agreement are true and accurate in all material respects as of the Closing (or, where applicableaccordance with Section 9.1. or Section 9.2, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1case may be.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing DateClosing, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate sell and effect transfer the IFC UP River Shares pursuant to this Agreement are is subject to the satisfaction in all material respectsfulfillment, on prior to or before at the Closing DateClosing, of each of the following conditions (unless any or all of which may be waived in whole or in part by Seller in writing in the manner provided in Section 8.1(d) hereofSeller): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The all representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated Buyer to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are be true and accurate correct in all material respects as of the Closing (or, where applicable, date hereof and at and as of the earlier specified date)time of the Closing with the same effect as though those representations and warranties had been made at and as of that time; (b) Buyer shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer prior to or at the Closing; (c) all proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident thereto (including, which certificate without limitation, documents evidencing due authorization for Buyer's entry into and performance under this Agreement) shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; and (d) Seller shall have received the Purchase Price in full in immediately available funds in the form of Exhibit 8.1place and manner set forth in Section 1.2 hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller the Company to consummate and effect this Agreement sell the Assets at Closing are subject to the satisfaction in all material respects, on at or before prior to the Closing Date, of each of the following conditions (unless satisfaction of such condition is expressly waived by Seller the Company in writing in the manner provided in Section 8.1(d) hereofwriting): (a) Representations and Warranties Each of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth contained in Article VI hereof and elsewhere herein shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, date of this Agreement and as of Closing as though restated on and as of such date (except in the earlier case of any representation or warranty that by its terms is made as of a date specified therein, which shall be accurate in all material respects as of such date); (b) Purchaser shall have performed and complied with, which certificate in all material respects, all agreements required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) Company shall be in have obtained an order of the form Bankruptcy Court authorizing the sale and conveyance of Exhibit 8.1the Assets; and (d) Company shall have received an agreement or UCC-3 Termination Statement from Laurus/Valens to release all Claims and Liens against the Assets.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the transactions contemplated by this Agreement are on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of Buyer and Magnum Hunter contained in Article IV shall be true and correct in all material respects (other than those representations and warranties of Buyer and Magnum Hunter that are qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (b) Buyer shall have performed, in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required contemplated herein that are necessary to be performed or to be complied with by Purchaser under this Agreement prior it at or before Closing; (c) Buyer or Magnum Hunter, as applicable shall have delivered (or be ready, willing and able to or deliver), to Seller at Closing, the Closing Date including deliveries described in Section 6.4(b); (d) the delivery shares to be issued at Closing shall be approved for listing on the New York Stock Exchange subject to official notice of issuance; and (e) all other actions, corporate or other, to be taken by Buyer in connection with the transactions contemplated by this Agreement, and all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (orincident thereto, where applicable, as of the earlier specified date), which certificate shall be reasonably satisfactory in the form of Exhibit 8.1and substance to Seller and Seller’s counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect this Agreement are complete the sale of Purchased Assets as provided for herein is subject to the fulfillment or satisfaction in all material respects, on or before the Closing Date, Date of each of the following conditions (unless set forth below, any of which may be waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaserwriting. (i1) The All representations and warranties of Purchaser set forth Buyer contained in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser any certificate or other document delivered to Seller pursuant hereto shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are complete, true and accurate correct in all material respects as of the Closing Date, and Seller shall have received a certificate signed by an officer of Buyer to such effect; (or, where applicable, as 2) Buyer shall have performed all of the earlier specified date)obligations, which covenants and agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, and Seller shall have received a certificate signed by an officer of Buyer to such effect; (3) All instruments and documents required on Buyer's part to effectuate and consummate the transactions contemplated hereby, including those described in Section 3.3, but subject to the provisions of Section 3.4, shall be delivered by Buyer and shall be in form and substance reasonably satisfactory to Seller and its counsel; and (4) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the form transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of Exhibit 8.1the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the sale under this Agreement are is subject to the satisfaction in all material respectsfulfillment, on prior to or before at the Closing DateClosing, of each of the following conditions (unless any or all of which may be waived by Seller in writing in the manner provided in Section 8.1(d) hereofSeller): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The all representations and warranties of Purchaser set forth Buyer contained in Article VI hereof this Agreement, including all Schedules to this Agreement, shall (except where stated to be true and correct in all respects at and as of an earlier datethe time of the Closing with the same effect as though made again at, and as of, that time, except such as will not have a material adverse effect and except such as would not reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under this Agreement; (b) be accurate Buyer shall have performed and complied in all material respects on with all obligations and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted covenants required by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement Buyer prior to or at the Closing Date including the delivery of all documents required at the Closing; and ; (iiic) Seller shall have received been furnished with a certificate certificate, dated the Closing and signed Date, executed by the President an officer of Purchaser Buyer certifying to the fulfillment of the conditions specified in Sections 8.2(a) and 8.2(b) hereof; and (d) no provision of any Applicable Law shall prohibit, and there shall not be in effect that any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against, the representations consummation of this Agreement. (e) Seller shall be furnished with an opinion of counsel to Buyer, as to the due execution and warranties made by Purchaser in delivery of this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.documents delivered by Buyer at

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller Sellers to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respectsfulfillment, prior to or on or before the Closing Date, of each of the following conditions (unless any or all of which may be waived by Seller Sellers in writing whole or in the manner provided in Section 8.1(d) hereofpart): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser Purchasers set forth in Article VI hereof this Agreement qualified as to materially shall (except where stated to be as of an earlier date) true and correct, and those not so qualified shall be accurate true and correct in all material respects on and as of the Closing as though made on respects, at and as of the Closing, except for any changes resulting from activities or transactions to the extent such representations and warranties expressly relate to an earlier date (in which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in the ordinary course all material respects, on and as of business such earlier date), and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller Sellers shall have received a certificate signed by an authorized officer of Purchasers, dated the Closing Date, to the forgoing effect; (b) Any Permits, approvals or consents required for Purchasers in connection with consummation of the transactions contemplated hereby and signed by the President of Purchaser to Ancillary Agreements shall have been obtained and shall be in full force and effect on the effect that the representations Closing Date; (c) Purchasers shall have performed and warranties made by Purchaser in this Agreement are true and accurate complied in all material respects as with all obligations and agreements required by this Agreement to be performed or complied with by Purchasers on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Purchasers, dated the Closing Date, to the forgoing effect; and (d) Purchasers shall have delivered, or caused to be delivered, to Sellers all of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be items set forth in the form of Exhibit 8.1Section 4.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect under this Agreement are shall, at the option of Seller, be subject to the satisfaction in all material respectssatisfaction, on or before prior to the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):conditions: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof the Buyer and Parent shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closingsuch date; (b) Buyer and Parent shall have performed and complied in all material respects with all covenants, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted obligations and undertakings required by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement on or prior to or at the Closing Date including Date; (c) no judgment, order or decree shall have been rendered, or formal proceeding potentially leading thereto begun, which has or would reasonably be expected to have the delivery effect of all documents required at enjoining the Closingconsummation of the Transactions; (d) the actions and deliveries contemplated by Section 3.2(b) shall have been fulfilled or shall be contemporaneously fulfilled; (e) Buyer shall have delivered the Escrow Amount to the Escrow Agent pursuant to Section 3.2(c); and and (iiif) Seller shall have received a certificate dated the Closing from each of Buyer and Parent signed by the President a duly authorized officer of Purchaser to the effect such party in his or her capacity as such, certifying that the representations conditions specified in Section 8.2(a) and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1Section 8.2(b) have been satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement to consummate and effect this Agreement are the transactions contemplated hereby shall be subject to the satisfaction satisfaction, 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 sole and absolute discretion of Seller: (a) Buyer shall have performed in all material respects, respects its obligations hereunder to be performed on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):; (ab) Representations and Warranties Each of Purchaser; Performance by Purchaser. (i) The Buyer’s representations and warranties of Purchaser set forth in Article VI hereof this Agreement shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the ClosingClosing Date (it being understood, except however, that for purposes of this sentence the accuracy of any changes resulting from activities representation or transactions which may have taken place after warranty that expressly speaks as of the date hereof which are expressly permitted by of this Agreement or which another date prior to the date of this Agreement shall be determined solely as of the date of this Agreement or such other date and not as of the Closing Date) and each of the covenants of Buyer shall have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing Date; (orc) Seller shall have received a certificate, where applicabledated on the Closing Date, executed by Buyer confirming and certifying (i) that all of the conditions set forth in Section 5.4(a) and (b) have been met on or as of the earlier specified date)Closing Date, which certificate shall be in the form of Exhibit 8.1.and

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for Seller shall not have discovered any changes resulting from activities material error, misstatement or transactions which may have taken place after omission in any of the date hereof which are expressly permitted by this Agreement representations and warranties of Purchaser herein or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreementany exhibit hereto; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respectsfulfillment, prior to or on or before the Closing Date, of each of the following conditions (unless any or all of which may be waived by Seller Seller, in writing whole or in the manner provided in Section 8.1(d) hereofpart, subject to Applicable Law): (a) Representations and Warranties All of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof contained herein shall (except where stated to be as of an earlier date) be accurate in all material respects true and correct on and as of the Closing as though made on Date, except those representations and warranties of Purchaser that speak of a certain date, which representations and warranties shall have been true and correct as of the Closingsuch date; provided, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by however, that this Agreement or which condition shall be deemed to have been entered into satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the ordinary course of business and are aggregate, would not expressly prohibited by this Agreement; reasonably be expected to result in a Purchaser Material Adverse Effect; (iib) Purchaser shall have performed all obligations and complied with all obligations and covenants required by this Agreement (other than Section 8.2(d) hereof) to be performed or to be complied with by Purchaser under this Agreement on or prior to or at the Closing Date including the delivery of Date, in all documents required at the Closingmaterial respects; and and (iiic) Seller shall have received a certificate dated been furnished with the Closing and signed by the President documents referred to in Section 8.2 (other than Section 8.2(d) hereof), including originally executed versions of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in the Transaction Documents executed by all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1parties thereto other than Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respectsfulfillment, prior to or on or before the Closing Date, of each of the following conditions (unless any or all of which may be waived by Seller in writing whole or in the manner provided in Section 8.1(d) hereofpart): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The all representations and warranties of Purchaser set forth in Article VI hereof contained herein shall (except where stated to be true and correct as of an earlier datethe date hereof; (b) all representations and warranties of Purchaser contained herein shall be accurate true and correct in all material respects on at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; that date; (iic) Purchaser shall have performed and complied in all material respects with all obligations and complied with all covenants required by this Agreement to be performed or to be complied with by Purchaser under this Agreement on or prior to or at the Closing Date including the delivery of all documents required at the Closing; and Date; (iiid) Seller shall have received been furnished with a certificate (dated the Closing Date and signed in form and substance reasonably satisfactory to Seller) executed by the President an officer of Purchaser certifying as to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as fulfillment of the Closing conditions specified in Sections 7.2(b), 7.2(c) and 7.2(d); (ore) there shall not be in effect any order by a governmental body of competent jurisdiction restraining, where applicable, as enjoining or otherwise prohibiting the consummation of the earlier specified date), which certificate transactions contemplated hereby; and (f) Purchaser shall be in the form of Exhibit 8.1have complied with its obligations pursuant to Section 8.2 hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller Seller’s obligation to consummate and effect the purchase of the Purchased Business as contemplated by this Agreement are shall be subject to the satisfaction in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):precedent: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The All representations and warranties of Purchaser set forth by Buyer contained in Article VI hereof this Agreement shall (except where stated to be as of an earlier date) be accurate in all material respects true on and as of the Closing Date as though made on the Closing Date. Buyer shall have complied with and as performed all of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by its covenants and obligations set forth in this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants were required to be performed or to be complied with by Purchaser under or performed prior to the Closing Date. b) No suit, action, or proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement prior or the consummation of the transactions contemplated herein, there shall not be in effect any statute, rule or regulation which makes it illegal for Seller to consummate the transactions contemplated hereby or at any order, decree or judgment which enjoins Buyer or Seller from consummating the Closing Date including the delivery of all documents required at the Closing; transactions contemplated hereby, and (iii) Seller there shall have received a certificate dated been no investigation or inquiry made or commenced by any governmental agency in connection with this Agreement or the Closing and signed by transactions contemplated herein. Seller may waive any condition precedent contained herein and, upon the President exercise of Purchaser to such right of waiver, the effect that transactions contemplated hereby shall be consummated in accordance with the representations and warranties made by Purchaser terms contained in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1modified by said waiver.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect this Agreement are the transaction hereunder shall be subject to the satisfaction in all material respects, fulfillment on or before the date of Closing Date, of all of the following conditions (unless conditions, any or all of which may be waived by Seller in writing its sole discretion: (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; 39 (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 8.1(d) 4.3 hereof):; (ac) Representations and Warranties All of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser contained in this Agreement are shall be true and accurate correct in all material respects as of the date of Closing (orwith appropriate modifications permitted under Section 4.3(c) of this Agreement); (d) Purchaser shall have performed and observed, where applicablein all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the earlier specified date)date of Closing; and (e) If the Property and PCV are conveyed to one party or affiliated parties, which certificate the following shall be comprise additional conditions precedent to the obligations of Seller hereunder: (i) the Closing of the sale of PCV shall occur simultaneously with the Closing of the sale of the Property; and (ii) any default by the purchaser of PCV in the form performance of Exhibit 8.1its obligations pursuant to the purchase and sale agreement for PCV and/or to consummate the purchase of PCV shall constitute a default by Purchaser hereunder and the non-fulfillment of Section 4.7(d) hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect this Agreement are the transaction hereunder shall be subject to the satisfaction in all material respects, fulfillment on or before the date of Closing Date, of all of the following conditions (unless conditions, any or all of which may be waived by Seller in writing its sole discretion: (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; 39 (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 8.1(d) 4.3 hereof):; (ac) Representations and Warranties All of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser contained in this Agreement are shall be true and accurate correct in all material respects as of the date of Closing (orwith appropriate modifications permitted under Section 4.3(c) of this Agreement); (d) Purchaser shall have performed and observed, where applicablein all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the earlier specified date)date of Closing; and (e) If the Property and ST are conveyed to one party or affiliated parties, which certificate the following shall be comprise additional conditions precedent to the obligations of Seller hereunder: (i) the Closing of the sale of ST shall occur simultaneously with the Closing of the sale of the Property; and (ii) any default by the purchaser of ST in the form performance of Exhibit 8.1its obligations pursuant to the purchase and sale agreement for ST and/or to consummate the purchase of ST shall constitute a default by Purchaser hereunder and the non-fulfillment of Section 4.7(d) hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement the Transactions are subject to the satisfaction in all material respectsfulfillment, prior to or on or before the Closing Date, of each of the following conditions (unless any or all of which may be waived by Seller in writing whole or in part to the manner provided in Section 8.1(d) hereofextent permitted by applicable Law): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth contained in Article VI hereof this Agreement (i) that are not qualified by materiality shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities to the extent expressly made as of an earlier date, in which case as of such earlier date, and except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business aggregate, a material adverse effect and are not expressly prohibited by this Agreement; (ii) Purchaser that are qualified by materiality shall have performed be true and correct in all obligations respects on and complied with all covenants required as of the Closing (disregarding any materiality qualifier contained therein), except to the extent expressly made as of an earlier date, in which case as of such earlier date, and except to the extent that the failure of such representations and warranties to be performed true and correct would not reasonably be expected to have, individually or to be complied with by Purchaser under this Agreement prior to or at in the Closing Date including the delivery of all documents required at the Closing; aggregate, a material adverse effect, and (iii) Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing and signed by the President of Purchaser Date, to the effect that the representations foregoing effect; (b) Purchaser shall have performed and warranties made by Purchaser in this Agreement are true and accurate complied in all material respects as with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and Seller shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; and (c) Purchaser shall have delivered to Seller all of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be items set forth in the form of Exhibit 8.1Section 4.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate Parties acknowledge and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing Date, of agree that the following conditions (unless precedent were satisfied or waived by Seller in writing in immediately prior to the manner provided in Section 8.1(d) hereof):Closing: (a) Representations and Warranties each of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth Buyer contained in Article VI hereof 4 that are qualified by materiality shall (except where stated to be as of an earlier date) be accurate in all material respects on true and correct at and as of the Closing Date (except with respect to such representations and warranties that address matters only as though made on of a particular date, which shall be true and correct as of such particular date), and each of the representations and warranties of Buyer contained in Article 4 that are not so qualified shall be true and correct in all material respects at and as of the ClosingClosing Date (except with respect to such representations and warranties that address matters only as of a particular date, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into shall be true and correct in the ordinary course all material respects as of business and are not expressly prohibited by this Agreement; such particular date); (iib) Purchaser Buyer shall have performed all obligations and complied with all covenants in all material respects that are required to be performed or to be complied with by Purchaser under on or before the Closing Date; and (c) no investigation, suit, action or other proceeding shall be threatened or pending before any Governmental Authority that seeks constraint, prohibition, damages or other relief in connection with this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as consummation of the Closing (or, where applicable, as transactions contemplated hereby and that could reasonably be expected to have a Material Adverse Effect or impair on the ability of the earlier specified date), which certificate shall be in Parties to consummate the form of Exhibit 8.1transaction contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the transactions contemplated by this Agreement are on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of Buyer and Magnum Hunter contained in Article IV shall be true and correct in all material respects (other than those representations and warranties of Buyer and Magnum Hunter that are qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (b) Buyer shall have performed, in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required contemplated herein that are necessary to be performed or to be complied with by Purchaser under this Agreement prior it at or before Closing; (c) Buyer or Magnum Hunter, as applicable shall have delivered (or be ready, willing and able to or deliver), to Seller at Closing, the Closing Date including deliveries described in Section 6.4(b); (d) the delivery shares to be issued at Closing shall be approved for listing on the New York Stock Exchange subject to official notice of issuance; and (e) all other actions, corporate or other, to be taken by Xxxxx in connection with the transactions contemplated by this Agreement, and all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (orincident thereto, where applicable, as of the earlier specified date), which certificate shall be reasonably satisfactory in the form of Exhibit 8.1and substance to Seller and Xxxxxx’s counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respectsfulfillment, prior to or on or before the Closing Date, of each of the following conditions (unless any or all of which may be waived by Seller Seller, in writing whole or in the manner provided in Section 8.1(d) hereofpart, subject to Applicable Law): (a) Representations and Warranties All of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof contained herein shall (except where stated to be as of an earlier date) be accurate in all material respects true and correct on and as of the Closing as though made on Date, except those representations and warranties of Purchaser that speak of a certain date, which representations and warranties shall have been true and correct as of the Closingsuch date; PROVIDED, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by HOWEVER, that this Agreement or which condition shall be deemed to have been entered into satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the ordinary course of business and are aggregate, would not expressly prohibited by this Agreement; reasonably be expected to result in a Purchaser Material Adverse Effect; (iib) Purchaser shall have performed all obligations and complied with all obligations and covenants required by this Agreement (other than Section 8.2(d) hereof) to be performed or to be complied with by Purchaser under this Agreement on or prior to or at the Closing Date including the delivery of Date, in all documents required at the Closingmaterial respects; and and (iiic) Seller shall have received a certificate dated been furnished with the Closing and signed by the President documents referred to in Section 8.2 (other than Section 8.2(d) hereof), including originally executed versions of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in the Transaction Documents executed by all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1parties thereto other than Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the sale under this Agreement are is subject to the satisfaction in all material respectsfulfillment, on prior to or before at the Closing DateClosing, of each of the following conditions (unless any or all of which may be waived by Seller in writing in the manner provided in Section 8.1(d) hereofSeller): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The all representations and warranties of Purchaser set forth Buyer contained in Article VI hereof this Agreement, including all Schedules to this Agreement, shall (except where stated to be true and correct in all respects at and as of an earlier datethe time of the Closing with the same effect as though made again at, and as of, that time, except such as will not have a material adverse effect and except such as would not reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under this Agreement; (b) be accurate Buyer shall have performed and complied in all material respects on with all obligations and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted covenants required by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement Buyer prior to or at the Closing Date including the delivery of all documents required at the Closing; and ; (iiic) Seller shall have received been furnished with a certificate certificate, dated the Closing and signed Date, executed by the President an officer of Purchaser Buyer certifying to the fulfillment of the conditions specified in Sections 8.2(a) and 8.2(b) hereof; and (d) no provision of any Applicable Law shall prohibit, and there shall not be in effect that any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against, the representations consummation of this Agreement. (e) Seller shall be furnished with an opinion of counsel to Buyer, as to the due execution and warranties made by Purchaser in delivery of this Agreement are true and accurate the documents delivered by Buyer at Closing and substantially as to the matters set forth in all material respects Sections 5.1, 5.2, 5.3 and 5.6 hereof (qualified appropriately as to knowledge) and such other matters as Seller may reasonably request, including without limitation the authorization, due execution, delivery and enforceability of the Closing (or, where applicable, as of Purchase Note and the earlier specified date), which certificate shall be in the form of Exhibit 8.1Subsidiary Guarantees.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller under this Agreement to consummate and effect this Agreement are the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction in all material respectssatisfaction, on at or before prior to the Closing DateClosing, of all the following conditions (unless conditions, any one or more of which may be waived in writing, to the extent permitted by Seller in writing in Applicable Laws, at the manner provided in Section 8.1(d) hereof):option of Seller: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth Buyer contained in Article VI hereof this Agreement or the Ancillary Agreements on or prior to the Closing Date, shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on and as of the Closing Date as though if made on and as of the Closingsuch date, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement and except for any such representation and warranty which is itself qualified as to material adverse effect, materiality or similar qualifier, in which have been entered into case such representation or warranty must be true and correct in all respects (provided that any representation and warranty that addresses matters only as of a certain date shall be so true and correct as of that certain date). (b) All of the ordinary course of business terms, covenants and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or conditions to be complied with and‌ performed by Purchaser under this Agreement Buyer on or prior to or at the Closing Date including the delivery of shall have been complied with or performed in all documents required at the Closing; and material respects. (iiic) Seller shall have received a certificate certificate, dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing Date, executed on behalf of Buyer by an authorized executive officer thereof, certifying that the conditions specified in Section 5.5(a) and Section 5.5(b) have been fulfilled. (or, where applicable, as d) Seller shall have received each of the earlier specified date)certificates, which certificate shall be agreements, instruments and other documents set forth in the form of Exhibit 8.1Section 5.2(b) hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The performance of the obligations of the Seller to consummate and effect under this Agreement are is subject to the satisfaction in all material respectsof each of the following express conditions precedent, provided that Seller may, at its election, waive any of such conditions at the Closing, notwithstanding that such condition is not fulfilled on or before the Closing Date, : 6.3.1 Each of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The Buyer’s representations and warranties of Purchaser set forth contained in Article VI hereof this Agreement or in any certificate or document delivered pursuant to the provisions hereof, or in connection with the transactions contemplated hereby, shall (except where stated to be as of an earlier date) be accurate true in all material respects on at and as of the Closing Date, as though each such representation or warranty was made on at and as of the Closingsuch time, except for any in respect of such changes resulting from activities as are contemplated or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser . 6.3.2 Buyer shall have performed all of the obligations and complied set forth in Section 2 of this Agreement with respect to the payment of the Purchase Price, together with all covenants other covenants, agreements and obligations required by this Agreement to be performed or to be complied with by Purchaser under this Agreement it prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in full compliance therewith on the Closing Date. 6.3.3 Buyer shall have agreed in form of Exhibit 8.1reasonably acceptable to Seller to assume all obligations under the Agreements to be assigned to Buyer arising on or after the Closing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respectsfulfillment, on prior to or before at the Closing DateClosing, of each of the following conditions precedent (unless any or all of which may be waived by Seller in writing whole or in part to the manner provided in Section 8.1(d) hereofextent permitted by applicable Law): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof this Agreement shall (except where stated to be as of an earlier date) be accurate have been true, correct, and complete in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations be true, correct, and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate complete in all material respects as of the Closing (or, where applicable, Date as though made on and as of the earlier such dates (except, in each case, for those representations and warranties that address matters only as of a specified date, which shall have been true, correct, and complete in all respects as of such specified date), which certificate ; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) there shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the form consummation of Exhibit 8.1the transactions contemplated hereby; (d) the Required Landlord Consents shall have been received; (e) ISRA shall not have notified Seller of any objection to the consummation of the Closing that has not subsequently been withdrawn; (f) the Regulatory Approval shall have been received; and (g) Seller shall have received the items listed in Sections 2.8(a).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement the Closing are subject to the satisfaction fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Purchasers set forth in this Agreement qualified as to materiality shall be true and correct, 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, and those not so qualified shall be true and correct in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on such earlier date), and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate signed by Purchasers, dated the Closing and signed by the President of Purchaser Date, to the effect that the representations foregoing effect. (b) Purchasers shall have performed and warranties made by Purchaser in this Agreement are true and accurate complied in all material respects as of with all obligations and agreements required by this Agreement to be performed or complied with by Purchasers on or prior to the Closing Date, and Seller shall have received a certificate signed by Purchasers, dated the Closing Date, to the foregoing effect. (orc) At the Closing, where applicable, as of the earlier specified date), which certificate shall all documents required to be in the form of Exhibit 8.1executed and delivered by Purchasers (and any other Persons) under Section 3.4 have been delivered to Seller.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The Each and all of the obligations of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respects, on fulfillment prior to or before at the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): conditions: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser set forth in Article VI hereof Buyer contained herein shall (except where stated to be as of an earlier date) be accurate in all material respects as if made on and as of the Closing as though made on and as Date; (b) Buyer shall in all material respects have performed all of the obligations and complied with each and all of the covenants, agreements and conditions required to be performed or complied with on or prior to the Closing; (c) no action, except for suit, proceeding or investigation before any changes resulting from activities court, administrative agency or other governmental authority shall be pending or threatened which seeks to restrain, prohibit, invalidate or obtain damages as the result of any of the transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited contemplated by this Agreement; (iid) Purchaser all regulatory consents required for the Buyer to consummate the transactions contemplated hereby shall have been granted and such consents shall remain in full force and effect, including, but not limited to, the FCC grant of the application for assignment of the Authorization by Final Order; (e) ATI and Buyer have completely and timely made all monthly payments required by the Communications Services Agreement, but without giving effect to any increase claimed pursuant to the Seller's Claim, and performed all of other obligations and complied with all covenants required to be performed or to be complied with by Purchaser of the "Customer" under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; Communications Services Agreement, and (iiif) Seller the Fixed Payments shall have received a certificate dated the Closing been paid to Seller in accordance with and signed by the President of Purchaser to the effect that the representations and warranties made extent required by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect the transactions contemplated under this Agreement are subject to the satisfaction in all material respectsfulfillment, on or before as of the Closing Date, of each of the following conditions (unless any or all of which may be waived by Seller in writing in the manner provided in Section 8.1(d) hereofSeller): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser Buyer set forth in Article VI hereof V shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate correct in all material respects as of the Closing Date; (orb) Buyer shall have performed and complied in all material respects with all obligations and undertakings required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date; * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (c) Seller shall have been furnished with a certificate, where applicable, as dated the Closing Date and executed by an officer of Buyer certifying to the fulfillment of the earlier conditions specified datein Sections 7.2(a) and (b); (d) the applicable waiting period, including any extension thereof, under the HSR Act shall have expired without action taken to prevent consummation of the transactions contemplated by this Agreement; (e) no judgment, order or decree shall have been rendered which certificate has the effect of enjoining the consummation of the transactions contemplated by this Agreement; and * (i) the Escrow Agreement shall be in the form of Exhibit 8.1have been entered into by all parties thereto.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing DateClosing, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1; (iv) Purchaser and Shareholders shall have entered into non-compete and confidentiality agreements as contemplated in Section 7.7 above which shall commence by their terms on Closing; and (v) Purchaser and Shareholders shall have entered into employment agreements as contemplated in Section 7.8 above which shall commence by their terms on Closing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section Paragraph 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.18.1(a).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of --------------------------------------------- Seller to consummate and effect the transactions contemplated by this Agreement are shall be subject to the satisfaction in all material respects, on or before waiver at or prior to the Closing Date, Date of the following additional conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):precedent: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Parent and Purchaser set forth contained in Article VI hereof this Agreement shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on and as of the Closing Date as though if made on and as of the Closing, such date (except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business representations and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations warranties that relate to a specific date), and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser Date with respect to the effect that the representations foregoing signed on behalf of each of Parent and warranties made Purchaser by an authorized senior executive officer of each such entity; (b) Parent and Purchaser in this Agreement are true and accurate shall have performed in all material respects as their respective covenants, obligations and agreements under this Agreement required to be performed or complied with, by them at or prior to the Closing Date, including payment of the Closing Payment, and Seller shall have received a certificate dated the Closing Date with respect to the foregoing signed on behalf of each of Parent and Purchaser by an authorized senior executive officer of each such entity; and (or, where applicable, as of c) the earlier specified date), which certificate Approval Order shall be in form and substance substantially similar to the form of Approval Order attached hereto as Exhibit 8.13.2(c), with such changes as shall be required by the Bankruptcy Court which do not materially deprive Seller of the benefits of this Agreement and such form of Approval Order.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement are subject to the satisfaction in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section Paragraph 8.1(d) hereof): ): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have have, in all material respects, performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.18.1(a).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The All obligations of Seller to consummate and effect under this Agreement are subject to and shall be conditioned upon the satisfaction in all material respects, on or before prior to the Closing Date, of each of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):conditions: (a) Representations Representations, Warranties and Warranties Agreements of Purchaser; Performance . The representations, warranties and agreements made by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof herein shall (except where stated to be as of an earlier date) be accurate true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the ClosingClosing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date, except for any changes resulting from activities or as affected by transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) contemplated hereby. Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as the obligations, agreements and covenants undertaken herein to be performed at or prior to the Closing Date. (b) Corporate Authorization All resolutions and actions necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the Closing (ortransactions contemplated hereby by Purchaser shall have been duly and validly made and taken, where applicable, as of and Purchaser shall have full power and right to consummate the earlier specified date), which certificate shall be in the form of Exhibit 8.1transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction in all material respects, on or before the Closing Date, waiver of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):conditions: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth and Harbin in Article VI hereof this Agreement that are qualified as to materiality shall (except where stated be true and correct in all respects and the representations and warranties of Purchaser and Harbin that are not qualified as to materiality shall be as of an earlier date) be accurate true and correct in all material respects on respects, in each case, as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made on at and as of the Closingsuch time, except for any changes resulting from activities other than representations and warranties that speak as of another specific date or transactions which may have taken place after time prior to the date hereof (which are expressly permitted by this Agreement need only be true and correct as of such date or which have been entered into in time); (b) All of the ordinary course of business terms, covenants and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or conditions to be complied with and performed by Purchaser under this Agreement on or prior to or at the Closing Date including the delivery of shall have been complied with or performed in all documents required at the Closing; and material respects; (iiic) Seller shall have received a certificate certificate, dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are true and accurate in all material respects as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer thereof, certifying in such detail as Seller may reasonably request that the conditions specified in Section 6.3(a) and Section 6.3(b) have been fulfilled; (or, where applicable, as d) Purchaser shall have delivered the Purchase Price in accordance with the terms of the earlier specified date), which certificate shall be in the form of Exhibit 8.1Section 2.5.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller to consummate and effect this Agreement the Closing are subject to the satisfaction fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Purchasers set forth in this Agreement qualified as to materiality shall be true and correct, 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, and those not so qualified shall be true and correct in all material respects, on or before the Closing Date, of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The representations and warranties of Purchaser set forth in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on such earlier date), and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate signed by Purchasers, dated the Closing and signed by the President of Purchaser Date, to the effect that the representations foregoing effect. (b) Purchasers shall have performed and warranties made by Purchaser in this Agreement are true and accurate complied in all material respects as of with all obligations and agreements required by this Agreement to be performed or complied with by Purchasers on or prior to the Closing (orDate, where applicableand Seller shall have received a certificate signed by Purchasers, as of dated the earlier specified date)Closing Date, which certificate shall be in to the form of Exhibit 8.1foregoing effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to consummate and effect this Agreement complete the sale of Purchased Assets as provided for herein are subject to the fulfillment or satisfaction in all material respects, on or before the Closing Date, Date of each of the following conditions (unless set forth below, any of which may be waived by Seller in writing in the manner provided in Section 8.1(d) hereof): (a) Representations and Warranties of Purchaser; Performance by Purchaserwriting. (i1) The All representations and warranties of Purchaser set forth Buyer contained in Article VI hereof shall (except where stated to be as of an earlier date) be accurate in all material respects on and as of the Closing as though made on and as of the Closing, except for any changes resulting from activities or transactions which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course of business and are not expressly prohibited by this Agreement; (ii) Purchaser any certificate or other document delivered to Seller pursuant hereto shall have performed all obligations and complied with all covenants required to be performed or to be complied with by Purchaser under this Agreement prior to or at the Closing Date including the delivery of all documents required at the Closing; and (iii) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser in this Agreement are complete, true and accurate correct in all material respects as of the Closing Date, and Seller shall have received a certificate signed by a duly authorized officer of Buyer to such effect; (or, where applicable, as 2) Buyer shall have performed all of the earlier specified date)obligations, which covenants and agreements contained in this Agreement to be performed by Buyer on or before the Closing Date, and Seller shall have received a certificate signed by a duly authorized officer of Buyer to such effect; (3) All instruments and documents reasonably required on Buyer's part to effectuate and consummate the transactions contemplated hereby, including those described in Section 3.3, shall be in delivered by Buyer; and (4) No law or order shall have been enacted, entered, issued, promulgated or entered by any governmental entity which prohibits or restricts the form transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of Exhibit 8.1the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations obligation of Seller to effect the Closing and consummate and effect the transactions contemplated by this Agreement are is subject to the satisfaction or waiver, in all material respects, whole or in part (to the extent permitted by applicable Law) on or before prior to the Closing Date, Date of each of the following conditions (unless waived by Seller in writing in the manner provided in Section 8.1(d) hereof):conditions: (a) Representations and Warranties of Purchaser; Performance by Purchaser. (i) The the representations and warranties of Purchaser Buyer set forth in Article VI hereof this Agreement shall (except where stated to be as of an earlier date) be accurate true and correct in all material respects on (except for (i) representations or warranties qualified by a materiality, a Buyer Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations, which, in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case, as of the date of this Agreement and as of the Closing as though made on at and as of the Closing, except for any changes resulting from activities or transactions unless such representations and warranties expressly relate to an earlier date (in which may have taken place after the date hereof which are expressly permitted by this Agreement or which have been entered into in the ordinary course case they shall be true and correct as of business and are not expressly prohibited by this Agreement; such earlier date); (iib) Purchaser Buyer shall have performed and complied in all material respects with each of the covenants, obligations and complied with all covenants agreements required in this Agreement to be performed or to be complied with by Purchaser under this Agreement Buyer on or prior to or at the Closing Date including the delivery of all documents required at the ClosingDate; and and (iiic) Seller shall have received a certificate dated the Closing and signed by the President of Purchaser to the effect that the representations and warranties made by Purchaser items listed in this Agreement are true and accurate in all material respects as of the Closing (or, where applicable, as of the earlier specified date), which certificate shall be in the form of Exhibit 8.1Section 7.05.