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

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer 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, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer 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 Buyer on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Parent and Purchaser contained in this Agreement that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect shall be true and correct in all material respects, at respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case as of such earlier date, and the representations and warranties expressly relate to an earlier date (of Parent and Purchaser contained in which case such representations and warranties this Agreement that are qualified as to materially shall be true and correct, and those not so qualified by materiality or Purchaser Material Adverse Effect shall be true and correct in all material respects, respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case as of such earlier date); date and Sellers shall have received a certificate signed by an authorized officer of Buyereach of Parent and Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Parent or Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerParent and Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers the Bankruptcy Court shall have received entered the DepositSale Order and the Sale Order shall be in full force and effect and not stayed and shall not have been reversed; (d) all waiting periods (and any extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act and any other applicable Antitrust Law shall have expired or otherwise been terminated; and (de) Buyer Purchaser shall have delivered, or Parent shall have caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on as of the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law, such waiver to be in writing signed by an executive officer of each of the Sellers referencing this section and the specific condition to be waived): (a) The the representations and warranties of Buyer Parent and Purchaser set forth in this Agreement qualified as or in any exhibit, schedule or document required to materiality be delivered in accordance with the terms of this Agreement shall be true and correcttrue, and those not so qualified shall be true complete and correct in all respects (with respect to representations and warranties qualified or limited by materiality or Purchaser Material Adverse Effect) or in all material respectsrespects (with respect to representations and warranties not so qualified or limited), at in each case as of the date hereof (unless cured as provided in Section 4.4(f)) and as of the ClosingClosing Date as if made on the Closing Date, except to the extent other than any such representations and or warranties that expressly relate to speak only as of an earlier date, which shall be true, complete and correct in all respects as of such date (in which case such with respect to representations and warranties qualified as or limited by materiality or Purchaser Material Adverse Effect) or in all material respects (with respect to materially shall be true representations and correct, and those warranties not so qualified shall be true and correct in all material respectsor limited), on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer shall have performed All of the terms, covenants and complied in all material respects with all obligations and agreements required by this Agreement conditions to be performed or complied with and performed by Buyer Purchaser on or prior to the Closing Date, and Sellers Date shall have received been complied with or performed in all material respects and all breaches of any such covenants in the aggregate do not result in a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Purchaser Material Adverse Effect; (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or Parent shall have caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance Section 4.3; (d) Seller, in its reasonable discretion, shall be satisfied with Section 3.1.the terms and conditions of the Ancillary Documents (with Seller deemed to be satisfied with Ancillary Documents with respect to which forms have been attached hereto to the extent the Ancillary Documents delivered at Closing are in the form of such attachments); and (e) Seller shall have received a certificate or certificates, dated as of the Closing Date, executed on behalf of the Purchaser, by an authorized executive officer thereof, in the form of the attached Exhibit P.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer Purchaser 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 ClosingClosing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the Depositeffect; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer set forth Purchaser contained in this Agreement qualified (without giving effect to any qualifications or limitations as to materiality or material adverse effect set forth therein) shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Closing Date as though made at and as of the ClosingClosing Date, except to the extent such representations and warranties expressly relate to an earlier date (date, in which 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 all material respects, on and as of such earlier date); , and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, except further to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed extent that the signatory facts or matters as to which such certificate shall representations and warranties are not so true and correct as of such dates, individually or in the aggregate, would not reasonably be expected to have no personal liability a material adverse effect on the ability of Purchaser to consummate the transactions taken as a result of signing such certificate); (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required whole contemplated by this Agreement, the Cooperation Agreement to be performed or complied with by Buyer on or prior (to the Closing Dateextent not previously terminated) and the Settlement Agreement, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated as of the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied with all obligations and agreements required in this Agreement to be performed or complied with by it prior to the Closing Date, except where the failure to have so performed or complied, would not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the transactions taken as a whole contemplated by this Agreement, the Cooperation Agreement (to the extent not previously terminated) and the Settlement Agreement, and Sellers shall have received certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers Seller the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified (disregarding any “materiality” or “Purchaser Material Adverse Effect” qualifications contained therein) shall be true and correct in all material respects, at and respects as of the Closing, Closing (except to the extent such representations and warranties that expressly relate to address an earlier date (in date, which 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 all material respects, on and as of such earlier date); , except where the failure to be so true and Sellers correct has not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect, and the Company shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations and agreements required by in this Agreement to be performed or complied with by Buyer on or Purchaser prior to or on the Closing Date, and Sellers the Company shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) arrangements satisfactory to the Company shall be in place regarding the Required Bonding (under which, for the avoidance of doubt, neither Sellers nor any of their Affiliates will be liable for the obligations of Purchaser), and the Company shall be satisfied that there have been no adverse developments or occurrences that would reasonably be expected to be material and adverse in the context of the transfer of one or more Transferred Permits/Licenses; (d) Purchaser shall have received delivered to Sellers all of the Deposititems set forth in Section 4.3; and (de) Buyer the Company shall have delivered, or caused be satisfied in its sole discretion that the bond agreements related exclusively to the Transferred Permits/Licenses (and related instruments) underlying the existing reclamation and surety bonds of the Sellers with respect to the Transferred Permits/Licenses will be delivered, to Sellers terminated upon the Cash Payment in accordance with Section 3.1completion of the transfer of the related Transferred Permits.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement (i) that are not qualified as to by materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, at respects on and as of the Closing, 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 expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correctcorrect would not reasonably be expected to have, individually or in the aggregate, a material adverse effect and those not so (ii) that are qualified by materiality shall be true and correct in all material respects, respects on and 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 true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers Purchaser shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, delivered to Sellers all of the Cash Payment in accordance with Section 3.1.items set forth in

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer 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 ClosingClosing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); , and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers there shall have received not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Deposit; andconsummation of the transactions contemplated hereby; (d) Buyer shall have delivered, or caused to be delivered, to Sellers evidence of the Cash Payment wire transfer referred to in accordance with Section 3.13.02(c); and (e) Buyer shall have delivered or caused to be delivered to Agent the Xxxxxxx Lease; (f) Buyer shall have delivered or caused to be delivered to Agent the Perris Sublease; (g) Buyer shall have delivered or caused to be delivered to Agent the Access Agreements; (h) Buyer shall have delivered or caused to be delivered to Agent the San Diego Assignment; (i) Buyer shall have delivered, or caused to be delivered, to Sellers a duly executed assignment and assumption agreement in the form attached hereto as Exhibit F hereto. (j) Buyer shall have delivered, or caused to be delivered, to Sellers copies of Buyer’s replacement bonds replacing each Performance Bond.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions sale of the Shares as contemplated by this Agreement are herein is subject to the fulfillmentsatisfaction, or waiver by Sellers, at or prior to or on the Closing Date, of each Date of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):precedent: (a) The the representations and warranties of Buyer set forth contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified Article V shall be true and correct in all material respects, respects when made and at and as of the Closing, Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time except (i) to the extent such representations and warranties expressly relate to an speak as of a specified earlier date (in which case such representations and warranties qualified as to materially shall be true and correctdate, and those not so qualified shall be true and correct in all material respects, on and (ii) as of such earlier date); and Sellers shall have received a certificate signed otherwise contemplated or permitted by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)this Agreement; (b) Buyer shall have performed and complied shall, in all material respects with respects, have performed all obligations and agreements required by this Agreement complied with all covenants necessary to be performed or complied with by Buyer it on or prior to before the Closing Date, and ; (c) any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired; (d) Sellers shall have received a certificate signed by of an authorized officer of Buyer, dated in a form satisfactory to counsel for Sellers, certifying fulfillment of the Closing Date, matters referred to the foregoing effect in his or her corporate this Section 7.2(a) and (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificateb); (ce) all proceedings, corporate or other, to be taken by Buyer in connection with the Transactions, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Sellers and Sellers' counsel, and Buyer shall have made available to Sellers for examination the originals or true and correct copies of all documents that Sellers may reasonably request in connection with the Transactions; (f) Sellers shall have received the DepositOpinion of Buyer's Counsel, dated the Closing Date; (g) Sellers shall have received a certificate of the Secretary of Buyer in customary form; and (dh) Buyer shall not have deliveredreceived any notice of any claim, lawsuit, enforcement, action, legal proceeding, violation, fine, penalty or caused other action recorded, pending or threatened against Buyer which would, if realized, materially adversely affect the ability of Buyer to be delivered, to Sellers close the Cash Payment in accordance with Section 3.1Transactions.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer Purchaser set forth in this Agreement qualified as to materiality shall be true and correctcorrect in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correctcorrect in all respects, and those not so qualified shall be true and correct in all material respects, in each case, on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty other than a representation or warranty qualified by material adverse effect on the ability of Purchaser to consummate the Contemplated Transactions, the condition set forth in this SECTION 7.03(a) shall be deemed satisfied unless the effect of all such breaches of representations and Sellers warranties taken together result in a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or to consummate the Contemplated Transactions; and NBA shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers NBA shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivereddelivered or be ready, willing and able to deliver, to Sellers at the Cash Payment Closing all of the applicable items set forth in accordance with Section 3.1SECTION 2.05.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer 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, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer Purchasers 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 Buyer Purchasers on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions; (d) Purchasers shall have obtained or made any consent, approval, certificate, exemption, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the Transactions; and (e) Shareholder shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment items listed in accordance with Section 3.12.13.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer 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, except except, in all cases, (i) to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date), and (ii) to the extent that any inaccuracy in such representations and warranties, individually or in the aggregate would not reasonably be expected to materially and adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement; and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer on or prior to the Closing Date, ; and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers Buyer shall have received delivered, or caused to be delivered, to Sellers the DepositPurchase Price in accordance with Section 3.1; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate effect the transactions contemplated by this Agreement German SPA are subject to the fulfillment, prior to satisfaction or on the Closing Date, of each waiver of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) The representations and warranties of Buyer set forth Purchasers in this Agreement German SPA that are qualified as to materiality shall be true and correct, correct in all respects and those the representations and warranties of Purchasers that are not so qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing, except to Closing with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case had been made at and as of such time, other than representations and warranties qualified that speak as of another specific date or time prior to materially shall be true and correct, and those not so qualified shall the date hereof (which need only be true and correct in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his date or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificatetime); (b) Buyer shall have performed All of the terms, covenants and complied in all material respects with all obligations and agreements required by this Agreement conditions to be performed or complied with and performed by Buyer Purchasers on or prior to the Closing Date, and Sellers Date shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect been complied with or performed in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)all material respects; (c) Sellers shall have received a certificate, dated as of the DepositClosing Date, executed on behalf of Purchasers by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the conditions specified in Section 7.3(a) and Section 7.3(b) have been fulfilled; and (d) Buyer Purchasers shall have delivereddelivered the BPhysik Purchase Price, or caused to be delivered, to Sellers the Cash Payment Techneon Purchase Price and the SciTec Real Property Purchase Price in accordance with the terms of Section 3.12.5.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all material respects, at respects on and as of the Closing, except to the extent such representations and warranties expressly relate to made as of an earlier date (date, in which 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 all material respects, on and respects as of such earlier date); , and the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations and agreements required by in this Agreement to be performed or complied with by Buyer on or Purchaser prior to or on the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers Purchaser shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, delivered to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):): . (a) The representations Each representation and warranties warranty of Buyer set forth Purchaser contained in this Agreement qualified as to materiality shall be true and correct, correct (in the case of representations and those not so warranties qualified shall be as to materiality) or true and correct in all material respects, at respects (in the case of representations and warranties that are not so qualified) as of the Closing, except to Closing Date with the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified same effect as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, though made on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer Purchaser shall have performed and complied on or before the Closing Date in all material respects with all obligations each of its covenants and agreements required by contained in this Agreement to be performed or complied with by Buyer on or prior to before the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3; (d) there shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (e) the Bankruptcy Court shall have entered the Sale Order.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers Seller Representative in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer Purchaser 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 ClosingClosing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , and Sellers Seller Representative shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers Seller Representative shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers Seller Representative all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate effect the transactions contemplated by this Agreement U.S. SPA are subject to the fulfillment, prior to satisfaction or on the Closing Date, of each waiver of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) The representations and warranties of Buyer set forth BRKR in this Agreement U.S. SPA that are qualified as to materiality shall be true and correct, correct in all respects and those the representations and warranties of BRKR that are not so qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing, except to Closing with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case had been made at and as of such time, other than representations and warranties qualified that speak as of another specific date or time prior to materially shall be true and correct, and those not so qualified shall the date hereof (which need only be true and correct in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his date or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificatetime); (b) Buyer shall have performed All of the terms, covenants and complied in all material respects with all obligations and agreements required by this Agreement conditions to be performed or complied with and performed by Buyer BRKR on or prior to the Closing Date, and Sellers Date shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect been complied with or performed in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)all material respects; (c) Sellers shall have received a certificate, dated as of the DepositClosing Date, executed on behalf of BRKR by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the conditions specified in Section 7.3(a) and Section 7.3(b) have been fulfilled; (d) BRKR shall have delivered the Purchase Price in accordance with the terms of Section 2.4; (e) BRKR shall have deposited the Indemnity Escrow in accordance with the terms of Section 2.5; and (df) Buyer BRKR shall have delivered, or caused to be delivered, to Sellers deposited the Cash Payment Working Capital Escrow in accordance with the terms of Section 3.12.6.

Conditions Precedent to Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Lawlaw): (a1) The all representations and warranties of Buyer set forth in this Agreement the Purchaser contained herein qualified as to materiality shall be true and correct, and those all representations and warranties of the Purchaser contained herein not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing, except to Effective Time with the extent such same effect as though those representations and warranties expressly relate to an earlier date (in which 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 all material respects, on had been made again at and as of such earlier that date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b2) Buyer the Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the Closing Date; (3) the Sellers shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Sellers) executed by the President and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2.(1) and 7.2.(2); (4) there shall not be in effect any order by a Governmental Body of competent jurisdiction restraining, and enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (5) the waiting period under the HSR Act shall have expired or early termination shall have been granted; (6) the Sellers shall have received a certificate signed by an authorized officer copy of Buyereach agreement, dated amendment or other document that, as of the Closing Date, terminates, assigns, transfers or otherwise amends, modifies or supplements any existing agreement, instrument or document relating to the foregoing effect in his IRB and to which the Company or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as Subsidiary is a result of signing such certificate);party; and (c7) Sellers the Sellers’ Representative shall have received the Deposit; and (d) Buyer shall have delivereditems set forth in Section 8.2, or caused in form and substance satisfactory to be delivered, to Sellers the Cash Payment in accordance with Section 3.1Sellers’ Representative.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The each of the representations and warranties of Buyer Purchaser 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 (disregarding all material respects, at qualifications and exceptions contained therein relating to materiality or similar qualifications) as of the date hereof and as of the Closing, Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which 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 all material respects, on and as of such earlier date); , except where the failure to be so true and correct does not constitute, and would not constitute, a Material Adverse Effect on Purchaser, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers Sellers, in whole or in part part, subject to the extent permitted by applicable Applicable Law): (a) The All of the representations and warranties of Buyer set forth in Purchaser and Guarantor contained herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Purchaser and Guarantor that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, that this Agreement qualified condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to materiality shall be true and correct, individually or in the aggregate, would not reasonably be expected to prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated by this Agreement ignoring solely for purposes of the satisfaction of this Section 11.3(a) any materiality qualifiers contained in such representations and those not so qualified warranties; (b) Purchaser and Guarantor shall be true and correct have performed, in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer 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 Buyer them on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received been furnished with the Depositdeliveries referred to in Section 5.3; and (d) Buyer The consents and waivers set forth in Sections 6.3(a) and 6.3(b) of the Seller Disclosure Schedule shall have delivered, or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1been obtained.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement (i) that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect shall be true and correct in all material respects, at respects on and as of the Closing, 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 expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correctcorrect would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect and those not so (ii) that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct in all material respects, respects on and as of the Closing (disregarding any materiality or Purchaser Material Adverse Effect 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 true and correct would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers Purchaser shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, delivered to Sellers all of the Cash Payment in accordance with Section 3.1.items set forth in

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers Sellers, in whole or in part part, subject to the extent permitted by applicable Applicable Law): (a) The All of the representations and warranties of Buyer set forth in Purchaser and Purchaser Parent contained herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, that this Agreement qualified condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to materiality shall be true and correct, individually or in the aggregate, would not reasonably be expected to prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated by this Agreement ignoring solely for purposes of the satisfaction of this Section 10.3(a) any materiality qualifiers contained in such representations and those not so qualified warranties; Table of Contents (b) Purchaser and Purchaser Parent shall be true and correct have performed, in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer 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 Buyer them on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by sale under this Agreement are is subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable LawSellers): (a) The all representations and warranties of Buyer set forth Buyers contained in this Agreement that are expressly qualified as by a reference to materiality or material adverse effect shall be true and correct, correct in all respects as so qualified and those all of the representations and warranties of Buyers that are not so qualified shall be true and correct in all material respects, respects at and as of the Closingdate of this Agreement and at and as of the time of the Closing with the same effect as though made again at, and as of, that time (except to the extent such that representations and warranties expressly relate to an earlier which address matters only as of a particular date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be remain true and correct in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer Buyers shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Buyer on or Buyers prior to or at the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Closing; (c) Sellers shall have received been furnished with the Depositdocuments referred to in Section 8.2; (d) the waiting period under the HSR Act with respect to the filings (including any extension thereof) made as contemplated under Section 6.6 shall have expired or been terminated; (e) no provision of any applicable law or regulation shall prohibit Buyers, and there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against Buyers regarding the consummation of the sale and purchase of the Shares pursuant to this Agreement; and (df) Buyer The shares of Parent Common Stock issuable to Sellers pursuant to this Agreement shall have delivered, or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1.been duly approved for listing on

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Lawlaw): (a) The representations and warranties of Buyer Purchaser 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, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); ) and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser (in form and substance reasonably satisfactory to Purchaser), dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, Date and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser (in form and substance reasonably satisfactory to Sellers), dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers Purchaser shall have received paid the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment Purchase Price in accordance with Section 3.1.3.9. 76

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):Law):\ (a) The representations and warranties of Buyer Purchaser 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, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty other than a representation or warranty qualified by material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement, the condition set forth in this Section 10.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and Sellers warranties taken together result in a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement, and Seller shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers Seller the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to satisfaction (or on the Closing Date, of each waiver by Purchaser in writing) of the following conditions (any or all as of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):Closing: (a) The representations and warranties of Buyer set forth in ARTICLE IV of this Agreement (i) shall have been, if qualified as to materiality or Material Adverse Effect, true and correct and, if not so qualified, shall have been true and correct in all material respects, as of the date of this Agreement (except for such representations and warranties that address matters only as of a particular date, which shall only be true and correctcorrect (or true and correct in all material respects, as applicable), as of such date), and those (ii) shall be, if qualified as to materiality or Material Adverse Effect, true and correct and, if not so qualified qualified, shall be true and correct in all material respects, at and as of the Closing, Closing Date as though made on the Closing Date except to the extent for such representations and warranties expressly relate to an earlier date (in that address matters only as of a particular date, which case such representations and warranties qualified as to materially shall only be true and correct, and those not so qualified shall be correct (or true and correct in all material respects, on and as applicable), as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations the covenants and agreements required to be performed by it under this Agreement at or before the Closing; (c) All consents which are set forth on Schedule 4.3 shall have been obtained; (d) No Proceeding before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement, declare unlawful the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be performed or complied with rescinded; (e) The Sellers’ Representative on behalf of Sellers shall have received each of the following: (i) a certificate signed by Buyer on or prior to a duly authorized officer of Purchaser, dated as of the Closing Date, stating that the conditions specified in Sections 2.3(a) and Sellers shall (b) have received been satisfied; (ii) a certificate signed by an authorized officer the Secretary of Buyer, dated Purchaser certifying as to (i) the Closing Date, to full force and effect of the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged certificate of formation and agreed that the signatory bylaws of Purchaser attached to such certificate shall have no personal liability as a result exhibits, (ii) the accuracy and full force and effect of signing resolutions adopted by the board of directors of Purchaser regarding this Agreement and the transactions contemplated by this Agreement and attached as one or more exhibits to such certificate)certificate and (iii) the names and signatures of the officers of Purchaser authorized to sign this Agreement; (ciii) Sellers shall have received the DepositPurchase Price, calculated in accordance with Section 1.2; (iv) the Lease Agreement, which Purchaser has caused the Company to execute; (v) the Earn-Out Agreement executed by Purchaser; (vi) the Notes executed by Purchaser; and (dvii) Buyer shall have deliveredthe Key Employee Employment Agreements, or in the form attached hereto as Exhibit F, which Purchaser has caused the Company to be delivered, to Sellers the Cash Payment in accordance with Section 3.1execute.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers under the Agreement to consummate the transactions transaction contemplated by this Agreement hereby are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):precedent: (a) The representations and warranties of made by Buyer set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified herein shall be true and correct in all material respects, at respects on and as of the Closing, except . (b) All of the provisions of this Agreement to be complied with and performed by Buyer at or before the extent such representations Closing shall have been duly complied with and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct performed in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer 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 Buyer on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (c) Sellers shall have received delivered to Buyer a certificate, dated the Deposit; andClosing Date and executed by both Sellers, certifying to the fulfillment of the conditions specified in subparagraphs 10(a) and (b) above. (d) On or before the Closing, no action or proceeding shall have been instituted before any court, governmental agency or arbitrator to restrain or prohibit or to obtain material damages from Sellers in respect to this Agreement or the consummation of the transaction contemplated herein, which, in the opinion of Buyer or its counsel, makes it inadvisable to consummate such transaction. (e) Buyer shall have deliveredcompleted to its sole satisfaction a due diligence review of the Business. (f) Since June 30, 2000, there shall have occurred no material adverse change in the properties, prospects or caused operations of AJE or in the quality and character of its customers and relations therewith or in the aggregate business volume done with customers of the Business. (g) Sellers shall have obtained all consents required to be deliveredobtained by Sellers and shall have caused AJE to have obtained all consents required by AJE in order to execute, deliver and perform Sellers' obligations under this Agreement. (h) Any and all liens and other encumbrances on the Assets shall have been duly disclosed to Buyer on Schedule 5(e) attached hereto. (i) Sellers and AJE shall have executed and delivered all of the documents and instruments referred to herein as exhibits to this Agreement on terms mutually agreeable to the parties hereto and thereto. (j) Buyer shall have obtained all permits necessary, in Buyer's sole discretion, and any and all NJDEP permits or approvals, in form and substance satisfactory to Buyer in Buyer's sole discretion, to own and operate the Business, including, without limitation, the properly executed documents allowing the transfer of ownership of AJE to Buyer with respect to AJE's New Jersey A-901 License. (k) All required governmental approvals with respect to this transaction, Buyer's ownership of the Stock and AJE's operation of the Business shall have been obtained and shall not be subject to any condition(s) which, in the sole discretion of Buyer, is/are not acceptable. (l) Sellers shall have provided Buyer with satisfactory evidence of environmental compliance, including the Cash Payment in accordance production of a Letter of Non-Applicability issued by the NJDEP with Section 3.1respect to operations conducted on the Real Property or the NFA/CNS, as is appropriate, with respect to ISRA. (m) Sellers shall have provided Buyer with copies of all of AJE's submissions to NJDEP and copies of all communications received from NJDEP for the past three (3) years. (n) Buyer and Sellers shall have completed all tasks and delivered all documents described on the Closing Checklist attached hereto as Exhibit A.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement (i) that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect shall be true and correct in all material respectsrespects on and as of the Closing (except to the extent expressly made as of an earlier date, at in which case as of such earlier date) and (ii) that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct in all respects on and as of the Closing, except to the extent such representations and warranties expressly relate to made as of an earlier date (date, in which 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 all material respects, on and as of such earlier date); date and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer Purchaser set forth in this Agreement qualified as by their terms by reference 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 ClosingClosing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer it on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance Section 4.3; and (d) the license or other similar agreement with respect to the Licensed Assets contemplated by Section 3.18.18 shall have been executed by Sellers or their Affiliates, on the one hand, and Purchaser, on the other hand.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer Purchaser 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, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers there shall have received not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Depositconsummation of the transactions contemplated hereby; and (d) Buyer that the period of 28 calendar days from the date on which the Pensions Regulator provided the certificate referred to in Section 8.1(n)(ii) shall have deliveredexpired, and that during this period no representations shall have been made to the Pensions Regulator in relation to either the clearance or caused the withdrawal arrangement referred to be delivered, to Sellers the Cash Payment in accordance with Section 3.18.1(n)(ii).

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement are shall be subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be set forth below, unless waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) Sellers: The representations and warranties of Buyer set forth in this Agreement qualified as to materiality shall be true and correctcorrect as of the date of this Agreement, and those not so qualified shall also be true and correct in all material respectsrespects (giving effect to any qualification of materiality already contained in any particular representation or warranty, at and except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing, except to Closing Date with the extent such representations same force and warranties expressly relate to an earlier date (in which case such representations and warranties qualified effect as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, though made on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Buyer shall have no personal liability delivered to Sellers a certificate to that effect dated as a result of signing such certificate); (b) the Closing Date. Buyer shall have performed and complied with, in all material respects with respects, all covenants and obligations and agreements required by this Agreement to be performed or complied with by Buyer it under this Agreement on or prior to the Closing Date, and Sellers Buyer shall have received delivered to Sellers a certificate signed by an authorized officer to that effect dated as of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) . Sellers shall have received the Deposititems listed in Section 6(b); and (d) Buyer Sellers shall have deliveredreceived such other documents and agreements necessary to effect the transactions contemplated by this Agreement, in each case in form and substance reasonably satisfactory to Sellers’ counsel, as Sellers may reasonably request. No action, suit, investigation or caused proceeding shall have been instituted or threatened by any third party, governmental or regulatory agency to be deliveredrestrain, to Sellers prohibit or otherwise challenge the Cash Payment in accordance with Section 3.1legality or validity of the transactions contemplated by this Agreement.

Conditions Precedent to Obligations of Sellers. The obligations of ----------------------------------------------- Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer Purchaser 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 if made on the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); , and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers shall have received evidence of the Depositwire transfer referred to in Section 3.3 hereof; ----------- and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers the Cash Payment items set forth in accordance with Section 3.1.4.3. -----------

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate effect the transactions contemplated by this Agreement are Closing is subject to the fulfillment, fulfillment or waiver by Sellers on or prior to or on the Closing Date, Date of all of the following conditions: (i) Purchaser shall have delivered to Sellers each of the following conditions (any or all of which may be waived by Sellers items described in whole or in part to the extent permitted by applicable Law):Section 2.06(c); (aii) The (A) each of the representations and warranties of Buyer contained in Article IV (disregarding all qualifications set forth in this Agreement qualified as therein relating to materiality shall be true and correct, and those not so qualified “materiality”) shall be true and correct in all material respects, as of the date hereof and as of the Closing Date with the same effect as though made at and as of the Closing, Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (are, by their terms, made as of a specified date, in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct would not materially and adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement; and (B) the covenants and agreements contained in this Agreement to be complied with by Purchaser on or before the Closing shall have been complied with in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (biii) Buyer no preliminary or permanent injunction or other order or decree by any Governmental Entity which prevents the consummation of the sale of the Membership Interests contemplated herein shall have performed been issued and complied remain in all material respects with all obligations effect and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and Sellers no Law shall have received a certificate signed been enacted by an authorized officer any Governmental Entity which prohibits the sale of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the DepositMembership Interests; and (div) Buyer the UK CMA Consent shall have deliveredbeen obtained or, at the sole discretion of Purchaser, waived, and any applicable waiting period under the HSR Act shall have expired or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1been terminated.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer set forth Purchaser contained in this Agreement that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all material respects, at respects on and as of the Closing, except to the extent such representations and warranties expressly relate to made as of an earlier date (date, in which 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 all material respects, on and respects as of such earlier date); , and the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect. (b) Buyer Purchaser shall have performed and complied in all material respects with all covenants, obligations and agreements required by in this Agreement to be performed or complied with by Buyer on or Purchaser, prior to or on the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect. (c) Sellers Purchaser shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, delivered to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer 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, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate or limited liability company or partnership (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (b) Buyer 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 Buyer on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate or limited liability company or partnership (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment in accordance with Section 3.1.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by under this Agreement are shall be subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be set forth below, unless waived by Sellers in whole or in part to the extent permitted by applicable Law):Sellers: (a) The representations and warranties of Buyer set forth in this Agreement qualified as to materiality shall be true and correctcorrect as of the date of this Agreement, and those not so qualified shall also be true and correct in all material respectsrespects (giving effect to any qualification of materiality already contained in any particular representation or warranty, at and except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing, except to Closing Date with the extent such representations same force and warranties expressly relate to an earlier date (in which case such representations and warranties qualified effect as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, though made on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate Buyer shall have no personal liability delivered to Sellers a certificate to that effect dated as a result of signing such certificate);the Closing Date. (b) Buyer shall have performed and complied with, in all material respects with respects, all covenants and obligations and agreements required by this Agreement to be performed or complied with by Buyer it under this Agreement on or prior to the Closing Date, and Sellers Buyer shall have received delivered to Sellers a certificate signed by an authorized officer to that effect dated as of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);. (c) Sellers shall have received the Deposit; anditems listed in Section 6(b); (d) Buyer Sellers shall have deliveredreceived such other documents and agreements necessary to effect the transactions contemplated by this Agreement, in each case in form and substance reasonably satisfactory to Sellers’ counsel, as Sellers may reasonably request. (e) No action, suit, investigation or caused proceeding shall have been instituted or threatened by any third party, governmental or regulatory agency to be deliveredrestrain, to Sellers prohibit or otherwise challenge the Cash Payment in accordance with Section 3.1legality or validity of the transactions contemplated by this Agreement.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate effect the transactions contemplated by this Agreement are subject to the fulfillment, prior to satisfaction or on the Closing Date, of each waiver of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) The representations and warranties of Buyer set forth Purchaser in this Agreement that are qualified as to materiality shall be true and correct, correct in all respects and those the representations and warranties of Purchaser that are not so qualified as to materiality shall be true and correct in all material respects, in each case, as of the date hereof and at and as of the Closing, except to Closing with the extent same effect as though such representations and warranties expressly relate to an earlier date (in which case had been made at and as of such time, other than representations and warranties qualified that speak as of another specific date or time prior to materially shall be true and correct, and those not so qualified shall the date hereof (which need only be true and correct in all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his date or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificatetime); (b) Buyer shall have performed All of the terms, covenants and complied in all material respects with all obligations and agreements required by this Agreement conditions to be performed or complied with and performed by Buyer Purchaser on or prior to the Closing Date, and Sellers Date shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect been complied with or performed in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)all material respects; (c) Sellers shall have received a certificate, dated as of the DepositClosing Date, executed on behalf of Purchaser by an authorized executive officer thereof, certifying in such detail as Sellers may reasonably request that the conditions specified in Section 7.1(a) and Section 7.1(b) have been fulfilled; (d) Purchaser shall have delivered the Purchase Price in accordance with the terms of Section 2.4; (e) Purchaser shall have deposited the Indemnity Escrow in accordance with the terms of Section 2.5; and (df) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers deposited the Cash Payment Working Capital Escrow in accordance with the terms of Section 3.12.6.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Parent and Purchaser contained in this Agreement that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect shall be true and correct in all material respects, at respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case as of such earlier date, and the representations and warranties expressly relate to an earlier date (of Parent and Purchaser contained in which case such representations and warranties this Agreement that are qualified as to materially shall be true and correct, and those not so qualified by materiality or Purchaser Material Adverse Effect shall be true and correct in all material respects, respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case as of such earlier date); date and Sellers shall have received a certificate signed by an authorized officer of Buyereach of Parent and Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Parent or Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerParent and Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or Parent shall have caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Lawlaw): (a) The representations and warranties of Buyer Purchaser 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, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); ) and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser (in form and substance reasonably satisfactory to Purchaser), dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, Date and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser (in form and substance reasonably satisfactory to Sellers), dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers Purchaser shall have received paid the Deposit; and (d) Buyer shall have delivered, or caused to be delivered, to Sellers the Cash Payment Purchase Price in accordance with Section 3.13.9.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Buyer Purchaser 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, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty other than a representation or warranty qualified by material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement, the condition set forth in this Section 9.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and Sellers warranties taken together result in a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement, and Seller shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer 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 Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate);effect; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers Seller the Cash Payment items set forth in accordance with Section 3.14.3; and (d) The License Agreement shall be in full force and effect and shall reflect terms mutually agreed upon by Purchaser and IMPATH.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers Sellers, in whole or in part part, subject to the extent permitted by applicable Applicable Law): (a) The All of the representations and warranties of Buyer set forth in Purchaser contained herein shall be true and correct on and as of the Closing 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 such date; provided, however, that this Agreement qualified condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to materiality shall be true and correct, and those individually or in the aggregate, would not so qualified shall reasonably be true and correct expected to result in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)Purchaser Material Adverse Effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by Buyer Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)all material respects; (c) Sellers shall have received been furnished with the Depositdocuments referred to in Section 8.2, including originally executed versions of this Agreement and the Transaction Documents executed by all parties thereto other than Sellers; and (d) Buyer Enron shall have deliveredobtained all consents, waivers or caused releases from ENARGAS with respect to be deliveredEnron's interest in TGS, that are necessary or desirable, in Enron's discretion, to Sellers effect the Cash Payment in accordance with Section 3.1transactions contemplated by this Agreement.

Conditions Precedent to Obligations of Sellers. The obligations obligation of Sellers to consummate the transactions contemplated Contemplated Transactions as provided by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement and in any document, instrument or certificate delivered hereunder (i) that are not qualified as to by materiality shall be true and correct, and those not so qualified shall will be true and correct in all material respects, respects at and as of the Closing, except to Closing with the extent such representations same force and warranties expressly relate to an earlier date effect as if made as of the Closing and (in which case such representations and warranties ii) that are qualified as to materially shall be true and correct, and those not so qualified shall by materiality will be true and correct in all material respects, on respects at and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Datewith the same force and effect as if made as of the Closing, to the foregoing effect in his each case, other than representations and warranties that expressly speak only as of a specific date or her corporate (not personal) capacity (it being acknowledged time, which will be true and agreed that the signatory to correct as of such certificate shall have no personal liability as a result of signing such certificate)specified date or time; (b) Buyer 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 Buyer them on or prior to the Closing Date; provided, and Sellers shall have received a certificate signed by an authorized officer of Buyerhowever, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory condition set forth in this Section 8.2(b) shall be deemed satisfied unless all such failures to such certificate shall have no personal liability as a result so perform or comply taken together prevent or materially delay the ability of signing such certificate);Purchaser to perform its obligations under this Agreement or the ability of Purchaser to consummate the Contemplated Transactions; and (c) Sellers shall have received the Deposit; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, to Sellers all of the Cash Payment items set forth in accordance with Section 3.13.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law): (a) The the representations and warranties of Buyer set forth Purchaser contained in this Agreement (i) that are not qualified as to by materiality shall be true and correct, and those not so qualified or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all material respects, at respects on and as of the Closing, except to the extent such representations and warranties expressly relate to made as of an earlier date (date, in which 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 all material respects, on and respects as of such earlier date); , and (ii) that are qualified by materiality or Purchaser Material Adverse Effect or similar qualification shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations and agreements required by in this Agreement to be performed or complied with by Buyer on or Purchaser prior to or on the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of BuyerPurchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate)effect; (c) Sellers the Bankruptcy Court shall have received entered the DepositSale Order and the Sale Order shall not be subject to a stay or have been vacated or revoked; and (d) Buyer Purchaser shall have delivered, or caused to be delivered, delivered to Sellers all of the Cash Payment items set forth in accordance with Section 3.14.3.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):); (a) The this Agreement has been duly signed by the Parties; (b) Purchaser shall have paid the Initial Payment; (c) in order to fulfill the Second Payment, the Companies and Sellers shall have signed the Raw Milk Exclusive Supply Agreement (attached hereto as Appendix 1); Purchaser and the Companies shall have signed the Asset Mortgage Agreement (attached hereto as Appendix 2) in respect of their respectively owned assets with Feihe; and the related mortgage registration shall have been completed; (d) the representations and warranties of Buyer set forth Purchaser hereunder in this Agreement qualified as to materiality shall be true and correct, and those not so qualified Article V shall be true and correct in all material respects, at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which 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 all material respects, on and as of such earlier date); and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (be) Buyer shall the other Parties have performed and complied in all material respects with all obligations and agreements required by this Agreement hereunder to be performed or complied with by Buyer them on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect in his or her corporate (not personal) capacity (it being acknowledged and agreed that the signatory to such certificate shall have no personal liability as a result of signing such certificate); (c) Sellers shall have received the Deposit; and (df) Buyer no legal proceedings shall have deliveredbeen instituted or threatened or claim or demand made against any Party or any of her/his/its Affiliates, seeking to restrain or prohibit, or caused to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be deliveredin effect any Order by a Governmental Body of competent jurisdiction restraining, to Sellers enjoining or otherwise prohibiting the Cash Payment in accordance with Section 3.1consummation of the transactions contemplated hereby.