Common use of Conditions Precedent to Seller’s Obligations Clause in Contracts

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller hereunder to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Seller in its sole discretion by written notice to Purchaser at or prior to the Closing Date: (a) Each Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable in the amount and in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to Section 5.2 hereof; (c) Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and (d) All representations and warranties made by the Buyer of Purchaser as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of the Closing Date (except to the extent Closing, provided that solely for purposes of this subparagraph such warranties and representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement deemed to be performed given without being limited to Purchaser’s knowledge and without modification (by update or complied with by the Buyer on or before the Closingotherwise, as provided in Section 5.2(d) hereof). (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and. (d) Seller shall have received all of the documents required to be delivered by Buyer under Section 6.1 (or such documents shall have been delivered to Escrow Agent to be held in escrow and delivered to Seller at Closing). (e) No actionSeller shall have received the Purchase Price in accordance with subsection 2.2(a) and all other amounts due to Seller from Buyer hereunder. (f) Franchisor shall have committed, suit in a writing acceptable to Seller in its sole and absolute discretion, subject to the consummation of the Closing, to release Seller (and any Affiliate of Seller which is a guarantor) of all obligations and liabilities under the Existing Franchise Agreement (and any guaranty or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingagreement related thereto).

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Seller's obligations at Closing Date is under this Agreement are subject to the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditions: (a) Each of the Buyer's representations and warranties made by the Buyer in under this Agreement shall be true and correct accurate in all material respects as of the Closing Date as though such representations date when made and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date)at Closing, except for breaches or inaccuracies that would not reasonably be expected as to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions changes specifically contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;consented to by Seller. (b) The Buyer shall have performed or and complied in all material respects with each obligation every covenant, agreement, and covenant condition required by it under this Agreement prior to be performed or complied with at the Closing unless compliance therewith shall have been waived by the Buyer on or before the ClosingSeller. (c) The Sellers If applicable, Buyer and Seller shall have received all approval from the FTC under the HSR Act of the applicable documents required to be delivered transaction contemplated by this Agreement, or shall have received notification that the Buyer waiting period under Article VI;such act has been terminated, or the waiting period under such act shall have expired. (d) No order The Base Purchase Price reduction or injunction increase resulting from the adjustments to be made pursuant to subsections 11.(a) and 11.(b) does not exceed twenty percent (20%) of the Base Purchase Price. (e) On the Closing Date, no material suit, action, or other proceeding against Seller shall be pending before any court or administrative governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of competent jurisdiction nor the transaction contemplated by this Agreement. If any statute, rule, regulation or executive order promulgated by any Governmental Authority such condition precedent to the obligations of competent jurisdiction shall be in effect Seller under this Agreement is not met as of the Closing that restrains Date, this Agreement may be terminated at the option of Seller. If Seller terminates this Agreement because of Buyer's failure to fulfill condition 13.(a) or prohibits 13.(b), the transfer Deposit shall not be returned to Buyer. If Seller terminates this Agreement because of conditions 13.(c), 13.(d), or 13.(e), and Buyer is not in material default under this Agreement, the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No actionDeposit shall be returned to Buyer. Thereafter, suit or other proceeding Seller and Buyer shall have been commenced against Buyer or any Seller that would reasonably be expected no further obligations to prevent one another hereunder (other than the Closingindemnifications contained in Section 7.(a)(iii), 8.(c), and 21. hereof, which shall survive such termination).

Conditions Precedent to Seller’s Obligations. The obligation All of the Sellers to consummate the transfer obligations of the Transferred Assets to the Buyer on the Closing Date is Seller hereunder are subject to the satisfaction fulfillment, prior to or at the Closing, of the following conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part by the SellersSeller in writing): (a) The representations and warranties of Buyer contained herein (i) that are not qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all material respects on and as of the Closing of the following conditions: (a) Each of the Date, except for such representations and warranties made by the Buyer in this Agreement as of a specified date, which shall be accurate, true and correct in all material respects as of the date specified and (ii) that are qualified as to materiality or Material Adverse Effect shall be accurate, true and correct in all respects on and as of the Closing Date, except for such representations and warranties made as of a specified date, which shall be accurate, true and correct in all respects as of the Closing Date as though such representations date specified; and warranties were made on and as Seller shall have received a certificate of an officer of Buyer dated the Closing Date (except to the extent such representations and warranties relate to a specific dateDate, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies certifying that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;condition has been satisfied. (b) The Buyer shall have performed or and complied in all material respects with each obligation all the terms, provisions and covenant required by conditions of this Agreement to be performed or complied with and performed by the Buyer on at or before the Closing; and Seller shall have received a certificate of an officer of Buyer dated the Closing Date, certifying that this condition has been satisfied. (c) The Sellers No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity, nor shall any suit, action or proceeding have been instituted and remain pending, or have been threatened and remain so by any Governmental Entity at what would otherwise be the Closing Date, which prohibits or restricts or would prohibit or restrict (if successful) the consummation of the transactions contemplated hereby, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby. (d) Buyer shall have received all of the applicable documents required to be delivered by Buyer Approvals, including, for the Buyer under Article VI;avoidance of doubt: (di) No order All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyotherwise been terminated; and (ii) Either (A) the CFIUS shall have provided notice to the effect that review or investigation of the transaction contemplated hereby has been concluded, and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under the DPA, or (B) the President of the United States shall not have taken action to block or prevent the consummation of the transaction contemplated hereby under the DPA and the applicable period of time for the President to take such action shall have expired. (e) No actionTo the extent not covered by (d) above, suit all other applicable waiting periods (and any extensions thereof) under any other applicable Regulatory Laws will have expired or otherwise been terminated, and the parties hereto will have received all other proceeding authorizations, consents and approvals of all Governmental Entities (including under any applicable Regulatory Laws) in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby. (f) Buyer shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent duly executed and delivered counterparts of the ClosingTransaction Documents.

Conditions Precedent to Seller’s Obligations. The obligation Purchaser acknowledges that, as a condition precedent to Seller’s and Seller Parent’s obligations hereunder, the conditions set forth below shall occur on or before the Closing Date, any of which conditions may be waived in writing by Seller in its sole discretion. Should any condition set forth in this Section 9.2 not be fulfilled or waived in writing by Seller on or prior to the Closing Date, the Seller Parties may, at their collective option, and as their sole and exclusive remedy under this Agreement (provided neither Seller nor Seller Parent breached this Agreement and/or caused the non-fulfillment of any of the Sellers conditions set forth in this Section 9.2), terminate this Agreement by delivering notice of such termination to consummate the transfer Purchaser prior to Closing, and thereafter both parties shall be relieved of the Transferred Assets all obligations hereunder and shall have no further claim in connection with such termination, except to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as extent that any such obligations expressly survive termination of the Closing of the following conditions:this Agreement. (a) Each All Governmental Approvals shall have been obtained by Purchaser, the Seller Parties and/or Tenant, as applicable, in accordance with this Agreement and the final documentation to be entered into in connection therewith shall have been received by Seller. (b) No injunction, judgment, order, decree, ruling or charge shall be in effect under any action, suit or proceeding before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator that (A) prevents consummation of any of the representations transactions contemplated by this Agreement or (B) would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, provided that no Seller Party has not solicited or encouraged any such action, suit or proceeding; and (c) Seller shall have received certified copies of Purchaser’s Evidence of Authorization. (d) (i) As of the date of this Agreement and warranties made by as of the Buyer Closing, each and every representation and warranty of Purchaser set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though (or, if any such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to representation or warranty contains a specific datemateriality qualifier, in which case, such representations and warranties shall be true and correct in all respects as of such specific daterespects), except for breaches or inaccuracies that would and (ii) Purchaser shall not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability in default under any of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all any material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closingrespect. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No actionPurchaser shall have executed and delivered, suit at or other proceeding before Closing, all items to be executed and delivered by Purchaser in accordance with Section 3.3. (f) All conditions precedent to the consummation of the Operator Merger shall have been commenced against Buyer fulfilled or any Seller that would reasonably be expected to prevent waived in accordance with the Closingterms of the Operator Merger Agreement.

Conditions Precedent to Seller’s Obligations. The obligation All obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is Seller hereunder are subject to the satisfaction (fulfillment or waiver by the Sellers) as of the Closing each of the following conditionsconditions at or prior to the Closing: (a) Each of the All representations and warranties made by the Buyer of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations when made and warranties were shall be deemed to have been made on again at and as of the Closing Date (except to the extent such representations Closing, and warranties relate to a specific date, in which case, such representations and warranties shall then be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;respects. (b) The Buyer There shall not have performed or complied been any breach in all any material respects with each obligation respect by Purchaser of any of its covenants, agreements and covenant obligations required by the terms of this Agreement to be performed or complied with by the Buyer on Purchaser at or before the Closing. (c) The Sellers There shall have received all of the applicable documents required to be delivered to Seller a certificate executed by the Buyer under Article VI;chief executive officer and chief financial officer of Purchaser, dated the Closing Date, certifying that the conditions set forth in paragraphs (a) and (b) of this Section 12 have been fulfilled. (d) No order or injunction The consummation of the transactions contemplated hereby shall not have been enjoined by any court or administrative agency federal, state or governmental agency, including, without limitation, the Department of competent jurisdiction nor any statuteJustice, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets Federal Trade Commission or the consummation of any other transaction contemplated hereby; andSEC. (e) No action, suit or other proceeding Purchaser shall have been commenced against Buyer or any filed all reports and satisfied all requests for additional information pursuant to Xxxx-Xxxxx and all applicable waiting periods shall have expired. (f) The shareholders of Seller that would reasonably be expected shall have approved the transactions contemplated hereby in accordance with applicable law and with the articles of incorporation and by-laws of Seller. (g) The banks under the Credit Agreement shall have consented to prevent the Closingtransactions contemplated hereby. (h) Seller shall have received the opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to Purchaser, substantially in the form of Exhibit G.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets Interests to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer shall have performed or and complied in all material respects with each obligation all covenants, agreements, and covenant conditions required by this Agreement to be performed or complied with by Buyer prior to or by the Buyer on or before the ClosingClosing Date. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Interests or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against brought by a person or entity to restrain, prohibit or change in any material respect the transactions contemplated under this Agreement. (e) Buyer shall have delivered to Seller all of the documents required to be delivered by Buyer under Section 6.1. (f) Seller shall have received the Purchase Price in accordance with Section 2.2 and all other amounts due to Seller hereunder, as may be adjusted or any Seller that would reasonably be expected prorated pursuant to prevent the Closingthis Agreement.

Conditions Precedent to Seller’s Obligations. The obligation All obligations of Sellers to complete the sale of the Sellers to consummate Interests and the transfer of the Transferred Assets to the Buyer on the Closing Date is other actions listed in Section 10 below are subject to the satisfaction (fulfillment prior to or waiver by the Sellers) as of at the Closing of the following conditions: (a) No Restraint shall be in effect, and no governmental authority shall have instituted (or if instituted, shall not have withdrawn) any action, suit, claim, hearing, investigation or other proceeding seeking to enjoin or prohibit the consummation of the transactions contemplated hereby; (b) All Required Consents shall have been obtained, in form and substance reasonably satisfactory to Sellers, and without the imposition of any term, condition or consequence the acceptance of which would, individually or in the aggregate, reasonably be expected to have or result in a material adverse effect on the Sellers or Loral Space following the Closing (provided, however, that the receipt of any Required Consents, which if not received, individually or the aggregate, would not reasonably be expected to adversely affect Sellers or Loral Space following the Closing, shall not be a condition to Sellers’ obligations to complete the sale of the Interests and the other actions listed in Section 10 below); (c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and all state securities and “blue sky” authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect, and the shares of Globalstar Stock payable as the Purchase Price shall have been approved for listing on the NASDAQ; (d) Buyer and/or Globalstar, as applicable, shall have delivered to Sellers and Loral Space, as the case may be, the items set forth in Section 10(a) below; (e) Each of the representations and warranties made by the of Buyer and Globalstar set forth in this Agreement shall be true and correct complete in all material respects as of at the Closing Date as though such representations if then made, and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all a certificate executed by a duly empowered representative of Buyer and Globalstar to that effect, provided, however, that if Sellers elect to waive the condition set forth in Section 9(c), such certificate may exclude the bring-down of the applicable documents required representation and warranty set forth in Section 6(e) to be delivered by the Buyer under Article VI; (d) No order or injunction effect that the Globalstar Stock is free of any court or administrative agency restrictions on transfer, and Globalstar’s and Buyer’s compliance with Sections 7(f) and 7(g) after the date of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Sellers’ election to waive the condition set forth in Section 9(c) shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebydeemed waived; and (ef) No actionBuyer and Globalstar shall each have performed all covenants to be performed by it hereunder prior to the Closing, suit or other proceeding and Sellers shall have been commenced against received a certificate executed by a duly empowered representative of Buyer or any Seller and Globalstar to that would reasonably be expected to prevent the Closingeffect.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSellers in writing) as of the Closing of the following conditions; provided, however, if the failure of any such condition is due to a default by Buyer, each Seller shall have the rights and remedies provided in Section 13.1: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent unless such representations representation or warranty is made on and warranties relate to as of a specific date, in which case, such representations and warranties case it shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order order, injunction, action, suit or injunction other proceeding of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets any Asset or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against brought by a Person (other than Sellers or their Affiliates) to restrain or prohibit the transactions contemplated under this Agreement. (e) Sellers or Escrow Agent shall have received all of the documents required to be delivered by Buyer under Section 6.1. (f) Sellers or any Seller that would reasonably be expected Escrow Agent shall have received the Purchase Price in accordance with Section 2.2 and all other amounts due to prevent the ClosingSellers hereunder.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date close under this Agreement is subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditionsconditions which shall be deemed waived if the parties complete Closing: (a) Each of the 1. The representations and warranties made by the Buyer in this Agreement Purchaser herein shall be true and correct in all material respects as of the Closing Date Date, as though such representations and warranties were restated and made on at and as of the Closing Date (except to Date; 2. Seller and Purchaser shall have entered into the extent such representations and warranties relate to a specific dateJoint Marketing Agreement; 3. No claim, in action, suit proceeding or governmental investigation shall have been threatened or instituted challenging the validity of this Agreement or the series of transactions contemplated hereby which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not could reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability transactions contemplated hereby and no order of the Buyer any court shall have been entered which reasonably could be expected to consummate have a material adverse effect on the transactions contemplated by this Agreement hereby; 4. All applicable waiting periods (and extensions thereof), if any, with respect to any application filed with the OCC or under the Closing Documents Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation been terminated and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers Seller and Purchaser shall have received all of the applicable documents required other necessary permits or consents; 5. All pre-Closing covenants, obligations and other matters to be delivered by performed on the Buyer under Article VI; (d) No order or injunction part of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Purchaser shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyhave been fulfilled; and (e) No action6. The sale of the Assets to be Sold shall not violate any applicable statute, suit rule or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent regulation in effect on the ClosingClosing Date.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller under this Agreement are, at the Sellers to consummate the transfer option of the Transferred Assets to the Buyer on the Closing Date is Seller, subject to the satisfaction (following conditions precedent that at or waiver by the Sellers) before Closing or at or before such time as of the Closing of the following conditionsexpressly set forth below: (a) The Regulatory Approvals shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated; (b) Buyer shall have duly and timely performed its covenants and agreements herein on or prior to the Closing Date in all material respects; (c) Each of the representations and warranties made by the of Buyer contained or referred to in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all respects as of material respects, in each case, at the Closing Date as though such representations and warranties were made on and as of the at Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as speak of such specific an earlier date); (d) No Governmental Entity of competent jurisdiction shall have enacted, except for breaches issued, promulgated, enforced or inaccuracies that entered any Legal Requirement or Order (whether temporary, preliminary or permanent) which is in effect and which prohibits or makes illegal, or materially restricts, the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement; (e) No Legal Proceedings shall have been instituted against Buyer or Seller where the determination of liability against such party would not reasonably be expected to have a Material Adverse Effect or a material and adverse effect on the Buyer or impair or delay the ability of the Buyer such party to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Agreement; and (bf) The Buyer There shall have performed or complied in all material respects with each obligation and covenant required by this Agreement been delivered to be performed or complied with by the Buyer on or before the Closing. Seller a certificate confirming items (ca)-(c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteabove, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect dated as of the Closing that restrains or prohibits the transfer Date, and signed on behalf of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingby its Chief Executive Officer and President.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller: (a) Each of the The representations and warranties made by the of Buyer contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all respects (without regard to any qualifications therein as to materiality, or material adverse effect) both when made and at and as of the Closing Date Date, as though such representations and warranties were made on at and as of the Closing Date (Date, except to the extent that such representations and warranties relate to are made as of a specific specified date, in which case, case such representations and warranties shall be true and correct in all respects as of the specified date; provided, however, that this condition will be deemed satisfied unless the failure of any such specific date)representations and warranties to be true and correct, except for breaches individually or inaccuracies that in the aggregate, at and as of the Closing Date has had or would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or and the Closing Transaction Documents;. (b) The Buyer shall have executed and delivered all of the documents required under Section 6.2 and shall have otherwise performed or in all material respects all obligations and agreements and complied in all material respects with each obligation and covenant all covenants required by this Agreement to be performed or complied with by the Buyer on it or before any of its Subsidiaries prior to or at the Closing, including duly executing and delivering the Transaction Documents. (c) The Sellers No Buyer Material Adverse Effect shall have received all occurred since the date of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingthis Agreement.

Conditions Precedent to Seller’s Obligations. The With respect to each Property, the obligation of the Sellers applicable Seller to consummate the transfer of the Transferred Assets to the Buyer on the each Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing DocumentsDate; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VIVI with respect to the applicable Property; (d) The Escrow Agent shall have received the applicable Allocated Purchase Price for such Property, in escrow, in accordance with Section 2.2, and all other amounts due to the Sellers hereunder with respect to such Property; (e) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (ef) No action, suit or other proceeding shall be pending which shall have been commenced against Buyer brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby. The Seller shall be entitled to terminate this Agreement if any of the conditions set forth in this Section 4.1 are not satisfied by any Closing Date (as such Closing Date may be extended pursuant to this Agreement), in which case, except as otherwise provided in this paragraph the Escrow Agent shall return the Allocated Xxxxxxx Money of the unsold Properties to the Buyer, and upon such return, this Agreement shall be terminated and of no further force and effect (except for such provisions that would reasonably be expected to prevent expressly survive termination hereof); provided that if the Closingfailure of any such condition is the result of a default by the Buyer, the provisions of Article XI shall apply.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller: (a) Each of the The representations and warranties made by the of Parent and Buyer contained in this Purchase Agreement or in any schedule, certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects (except for representations and warranties that are subject to a materiality qualification, which representations and warranties as so qualified shall be true and correct in all respects) at and as of the Closing Date Date, as though such representations and warranties were made on at and as of the Closing Date (Date, except to the extent that (i) such representations and warranties relate to are made as of a specific specified date, in which case, case such representations and warranties shall be true and correct in all material respects as of such specific date, and (ii) any breach thereof (without regard to any qualification as to materiality or Buyer Material Adverse Effect), except for breaches individually or inaccuracies that when aggregated with all such breaches, has not had and would not be reasonably be expected likely to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Material Adverse Effect. (b) The Parent and Buyer shall have performed or in all material respects all obligations and agreements and complied in all material respects with each obligation and covenant all covenants required by this Purchase Agreement to be performed or complied with by the Buyer on it prior to or before at the Closing. (c) The Sellers shall have received all , including executing the Collateral Agreements and making each of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be other deliveries set forth in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the ClosingSection 7.2.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets Asset to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent unless such representations representation or warranty is made on and warranties relate to as of a specific date, in which case, such representations and warranties case it shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against brought by a Person to restrain or prohibit the transactions contemplated under this Agreement. (e) Seller or Escrow Agent shall have received all of the documents required to be delivered by Buyer under Section 6.1. (f) Seller or any Escrow Agent shall have received the Purchase Price in accordance with Section 2.2 and all other amounts due to Seller that would reasonably be expected to prevent the Closinghereunder.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller to effect the Closing of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is transactions contemplated hereby are subject to the satisfaction (in full, prior to or waiver by at the Sellers) as Closing, of the Closing each of the following conditions, any of which may (to the extent of applicable Law) be waived in writing by Seller in its sole discretion: (a) Each of the The representations and warranties made by the of Buyer and Parent contained in this Agreement or any Collateral Agreement or in any schedule, certificate or document delivered pursuant to the provisions hereof or thereof or in connection with the transactions contemplated hereby or thereby shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations shall be true in all respects) both when made and at and as of the Closing Date Date, as though such representations and warranties were made on at and as of the Closing Date (Date, and except to the extent that such representations and warranties relate to are made as of a specific specified date, in which case, case such representations and warranties shall be true and correct in all respects (to the extent set forth above) as of such specific specified date), except for breaches or inaccuracies that would not reasonably be expected to . (b) Each of Buyer and Parent shall have a in all material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated respects performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this any Collateral Agreement to be performed or complied with by the Buyer on it prior to or before at the Closing. (c) The Sellers Each of Buyer and Parent shall have received executed and delivered all of the applicable agreements, documents and instruments required to be executed and delivered by the Buyer under Article VI;it pursuant to Section 6.3. (d) No order There shall not be or injunction exist any change, effect, event, circumstance, occurrence or state of any court facts that has had, has or administrative agency of competent jurisdiction nor any statutewhich reasonably could be expected to have, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of a Material Adverse Effect with respect to the Closing that restrains or prohibits the transfer of the Transferred Assets Buyer or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would Parent which could reasonably be expected to prevent or materially interfere with the Closingability of either of them to consummate the transactions contemplated by this Agreement.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer be performed on the Closing Date is shall be subject to the satisfaction (or waiver by the Sellers) as of prior to or at the Closing of each of the following conditions: (a) Each of Purchaser shall have delivered to Sellers the Closing Cash Payment for the Shares to be sold by Sellers by wire transfer in immediately available funds pursuant to Section 1.2 hereof. (b) The representations and warranties made by the Buyer set forth in this Agreement Section 2.2 hereof shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and Purchaser shall have delivered to Sellers a certificate dated as of the Closing Date (except and signed by an executive officer of Purchaser to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;effect. (bc) The Buyer Purchaser shall have performed or and complied in with all material respects with each obligation and covenant agreements required by this Agreement to be performed or complied with by the Buyer it on or before prior to the Closing. (cd) The Sellers All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by the Purchaser of this Agreement and the consummation by Purchaser of the Share Purchase contemplated hereby shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order been obtained or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction made and shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andfull force and effect. (e) No action, suit or other proceeding action shall have been commenced against Buyer taken or threatened, and no Law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Seller Governmental Authority that would reasonably be expected (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render the Purchaser unable to prevent consummate the Closingtransaction contemplated hereby.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers -------------------------------------------- Seller hereunder to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Seller in its sole discretion by written notice to Purchaser at or prior to the Closing Date: (a) Each Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable in the amount and in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to Section 5.2 hereof; (c) Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and (d) All representations and warranties made by the Buyer of Purchaser as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of the Closing Date (except to the extent Closing, provided that solely for purposes of this subparagraph such warranties and representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement deemed to be performed given without being limited to Purchaser's knowledge and without modification (by update or complied with by the Buyer on or before the Closingotherwise, as provided in Section 5.2(d) hereof). (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of following are the Sellers Conditions Precedent to consummate each Seller’s obligations to sell Shares to Buyer pursuant to this Agreement, unless waived in writing by both Oronite and the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Local Sellers) as of the Closing of the following conditions’ Representative: (aA) Each of Buyer and Buyer Guarantor shall have performed and complied in all material respects with the terms and conditions of this Agreement required to be performed or complied with by it at or prior to Closing. (B) Buyer shall have delivered a certified copy of the minutes of its shareholders’ meeting authorizing the execution and delivery of this Agreement and the other agreements to be executed and delivered hereunder, and the consummation of the transactions contemplated hereby. (C) No Proceeding by or before any Governmental Entity shall have been instituted or overtly threatened in writing (and not subsequently dismissed, settled or otherwise terminated) which might restrain, prohibit or invalidate any of the transactions contemplated by this Agreement, other than any Proceeding in respect of any clearance or authorization contemplated by Section 3.3(A). (D) The representations and warranties made by the of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (Closing, except to the extent such representations and warranties relate to a specific are made as of another date, in which case, case such representations and warranties shall be true and correct in all material respects as of such specific other date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (bE) The Buyer shall have performed delivered to Oronite and the Local Sellers’ Representative any certificate or complied document reasonably requested by either of them to confirm the satisfaction of all of the above Conditions Precedent. (F) Buyer shall have delivered to Oronite and the Local Sellers’ Representative, in all material respects with respect of each obligation and covenant required by this Agreement Conditional Contract as described in Section 4.4, either an instrument evidencing continuation of such contract following the Closing or an instrument that effectively terminates such contract as of not later than the Closing, any such instrument to be performed in form and substance reasonably acceptable to Oronite and the Local Sellers’ Representative and executed by each party to such contract (or complied with executed solely by the Buyer on or before Company in respect of any such contract which the Company may terminate unilaterally). (G) The Company shall have delivered to Oronite, in respect of each Terminating Contract, an instrument in form and substance reasonably acceptable to Oronite, executed by each party to such contract, that effectively terminates such contract as of not later than the Closing. (cH) The Sellers Company shall have received all delivered to Oronite a counterpart signature page to the Technology License Agreement, duly executed by the Company. (I) Buyer shall have delivered to Oronite and the Local Sellers’ Representative a copy of the applicable documents required to be delivered Purchase Price Adjustment Escrow Agreement, duly executed by each of Buyer and the Buyer under Article VI;Purchase Price Adjustment Escrow Agent. (dJ) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Buyer shall be in effect as have delivered to the Local Sellers’ Representative a copy of the Closing that restrains or prohibits Local Sellers’ Escrow Agreement, duly executed by each of Buyer and the transfer Local Sellers’ Escrow Agent. (K) Buyer shall have delivered to Oronite a copy of the Transferred Assets or Oronite Escrow Agreement, duly executed by each of Buyer and the consummation of any other transaction contemplated hereby; andOronite Escrow Agent. (eL) No action, suit or other proceeding Buyer shall have been commenced against Buyer or any Seller that would reasonably be expected delivered to prevent Oronite a counterpart signature page to the ClosingAmendment to Contract dated September 1, 2012, duly executed by Afton Chemical.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer be performed on the Closing Date is shall be subject to the satisfaction (or waiver by the Sellers) as of prior to or at the Closing of each of the following conditions: (a) Each of Purchaser shall have delivered to Seller the Purchase Price for the Shares to be sold by Seller by wire transfer in immediately available funds pursuant to Section 1.2 hereof and the Residual Seller Share Certificates. (b) The representations and warranties made by the Buyer set forth in this Agreement Section 3.2 hereof shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and Purchaser shall have delivered to Seller a certificate dated as of the Closing Date (except and signed by an executive officer of Purchaser to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;effect. (bc) The Buyer Purchaser shall have performed or and complied in with all material respects with each obligation and covenant agreements required by this Agreement to be performed or complied with by the Buyer it on or before prior to the Closing. (cd) The Sellers All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the Share Purchase contemplated hereby shall have received all of the applicable documents required been obtained or made, in form and substance reasonably satisfactory to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteSeller, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction and shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andfull force and effect. (e) No action, suit or other proceeding action shall have been commenced against Buyer taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Seller Governmental Authority that would reasonably be expected (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render the Purchaser unable to prevent consummate the Closingtransaction contemplated hereby.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets Business to the Buyer on the applicable Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the applicable Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the applicable Closing Date as though such representations and warranties were made on and as of the applicable Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the applicable Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the applicable Closing that restrains or prohibits the transfer of the Transferred Assets Business or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the applicable Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers It shall be a condition precedent to Seller's obligations to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditionstransactions contemplated hereunder that: (ai) Each the items to be delivered by Purchaser at Closing set forth in Section 3(d) shall be delivered to Seller; (ii) the Purchaser shall have executed and delivered the Operative Documents to which Purchaser is a party or which are required to be delivered by Purchaser; (iii) Seller shall have received: (A) a copy of the representations Purchaser's statutes, articles of incorporation or association and warranties made by the Buyer in this Agreement shall be true and correct in all respects other constituent documents certified as of the Closing Date by a duly authorized officer of Purchaser as though such representations being true, correct and warranties were made on and current; (B) a copy of the resolutions of the Board of Directors of Purchaser certified as of the Closing Date by a duly authorized officer of Purchaser duly authorizing execution, delivery and performance by of this Purchase Agreement and all other Operative Documents; (except C) an incumbency certificate as to the extent such representations person or persons authorized to execute and warranties relate deliver this Purchase Agreement on behalf of Purchaser and all documents, including all Operative Documents, described herein required to a specific date, in which case, such representations be executed and warranties delivered by Purchaser hereunder; (iv) Seller shall be true and correct in have received all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability other documentation (including CAA approval of the Buyer sale and lease transaction contemplated hereby and any other third party consents) reasonably necessary to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations Operative Documents; including, without limitation, that the CAA has approved Purchaser as "Lessor" and registered owner under this Agreement or Norwegian law, that the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by CAA has approved the Buyer on or before the ClosingLease for registration. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer transactions contemplated hereby on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the of Buyer contained in this Agreement Section 8 hereof that are qualified as to materiality shall be true and correct in all such respects on and as of the Closing Date with the same force and effect as though such representations and warranties were the same had been made on and as of the Closing Date (except to the extent that any such representations and warranties relate to that are made as of a specific date need to be true and correct in all such respects only as of such date), in which case, such and (ii) each of the representations and warranties of Buyer contained in Section 8 hereof that are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specific date need to be true and correct in all material respects only as of such specific date). (b) No order of any court or other governmental or regulatory body restraining, except for breaches prohibiting or inaccuracies that would not reasonably be expected to have a material adverse effect on enjoining the Buyer or impair or delay the ability consummation of the transactions contemplated hereby shall be in effect or be threatened or sought by any governmental or regulatory body. (c) Seller shall have received each of the certificates, documents, agreements and other instruments set forth in Section 12(d) hereof and each of the following documents: (i) A legal opinion of Xxxxxx Xxxxxx LLP in substantially the form of Exhibit M hereto; and (ii) Buyer executes a consent to consummate be bound by the SPDC Intellectual Property License Agreement, between Seller, Matsushita and Sony, dated March 31, 2006, as amended on October 22, 2006 and May 16, 2007. (d) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental or regulatory body necessary for the consummation of the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed been filed, occurred or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closingbeen obtained. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit Each of the covenants and obligations of the Buyer to be performed at or other proceeding before the Closing Date pursuant to the terms of this Agreement shall have been commenced against duly performed and, at the Closing, the Buyer shall have delivered to Seller a certificate to that effect, executed by an executive officer of the Buyer. (f) Since the date of this Agreement, no event shall have occurred which has resulted or is reasonably likely to result in a material adverse effect on Buyer or any Buyer’s inability to satisfy its obligations to Seller that would reasonably be expected to prevent the Closingunder Sections 2 and 13 of this Agreement.

Conditions Precedent to Seller’s Obligations. The Seller’s obligation of the Sellers to consummate the transfer of the Transferred Assets Property to the Buyer Purchaser on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller in writing) as of the Closing of the following conditions; provided, however, if the failure of any such condition is due to a default by Purchaser, Seller shall have the rights and remedies provided in Section 13.1: (a) Each of the representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent unless such representations representation or warranty is made on and warranties relate to as of a specific date, in which case, such representations and warranties case it shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer Purchaser shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Purchaser for Closing. (c) The Sellers Seller or Escrow Agent shall have received all of the applicable documents required to be delivered by the Buyer Purchaser under Article VI;Section 6.1. (d) No order Seller or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Escrow Agent shall be have received the Purchase Price in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any accordance with Section 2.2 and all other transaction contemplated hereby; andamounts due to Seller hereunder. (e) No actionSubject to Section 14.27 hereof, suit or other proceeding Section 14.27 of the Three Property Purchase Agreement, and Section 14.27 of the Landings at Four Corners Purchase Agreement, the transactions contemplated by the Three Property Purchase Agreement and the Landings at Four Corners Purchase Agreement shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent consummated in accordance with the Closingterms and conditions thereof on the Closing Date simultaneously with the Closing contemplated herein.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets Seller under this Agreement are subject to the Buyer fulfillment, prior to or on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as Date, of the Closing each of the following conditions, anyone or more of which Seller may in its sole discretion waive in whole or in part: (a) Each of 3.6.1 Seller shall not have discovered any material error, misstatement or omission in the representations and warranties made herein by the Buyer. 3.6.2 The representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were deemed to have been made on again at and as of the Closing Date and shall then be true in all material respects (except to the extent that such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as may reflect the consummation of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the any transactions contemplated by this Agreement or the Closing Documents consented to or otherwise perform its obligations under this Agreement or the Closing Documents; (bapproved in writing by Seller) The and Buyer shall have performed or and complied in with all material respects with each obligation of the terms, agreements, covenants and covenant conditions required by this Agreement including, but not limited to its obligations under Sections 1.2, 1.2.1, 1.2.2, 1.3, 1.6, 1.6.1 and 2.3.6 to be performed or and complied with by Buyer prior to or on the Buyer Closing Date. 3.6.3 No suit, action or other proceeding shall have been instituted or threatened before any court or other governmental body or by any public authority to restrain or prohibit the consummation of the transactions contemplated herein or to obtain damages or other relief in connection with this Agreement, and on or before the Closing. (c) The Sellers Closing Date, any public authority that is required or requested to rule upon any transactions contemplated herein shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) so ruled favorably in writing. No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteclaim, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced be pending against Buyer or any against Seller that which, if adversely determined, would reasonably prevent or hinder the consummation of the transactions contemplated hereby or result in the payment of damages as a result of such transactions. 3.6.4 Seller shall have obtained all consents of third parties and Governmental Agencies and all licenses, permits and governmental approvals necessary or appropriate to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer. 3.6.5 The validity and adequacy of all proceedings of Buyer in authorizing and approving this Agreement and the agreements, documents and instruments contemplated hereby shall have been approved by Seller and counsel for Seller. 3.6.6 Seller shall have received the items to be expected delivered at Closing by Buyer pursuant to prevent the terms of this Agreement, including pursuant to Section 3.4 of this Agreement. 3.6.7 Seller shall have received the Closing Payment. 3.6.8 Seller shall have obtained wind farm option agreements or easement agreements sufficient to satisfy the terms of Section 2.1.11. In the event the foregoing conditions are not satisfied or waived by Seller prior to or at the Closing., Seller shall have the right to terminate this Agreement and, in the event of such termination, Seller and Buyer shall be relieved of all obligations hereunder, except Seller's obligations under Sections 1.6 and 1.6.1 and Buyer's obligations under Section 1.2.4. Page 15 of 58

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets Interests to the Buyer Purchaser or its designee on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer Purchaser shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer Purchaser on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Interests or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against Buyer brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Interests or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any Seller other transaction contemplated hereby. (e) Sellers shall have received all of the documents required to be delivered by Purchaser under Section 4.1. (f) Sellers shall have received evidence that would reasonably the Additional Insolvency Opinion required to be expected to prevent delivered under Section 5.2.10(d) of the ClosingMortgage Loan Agreement and Mezzanine Loan Agreements has been accepted by the Mortgage Lender, Mezzanine Lenders and Approved Rating Agencies, as applicable. (g) Sellers shall have received the Purchase Price in accordance with Section 1.2.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets Seller under this Agreement are subject to the Buyer fulfillment, prior to or on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as Date, of the Closing each of the following conditions, anyone or more of which Seller may in its sole discretion waive in whole or in part: (a) Each of 3.6.1 Seller shall not have discovered any material error, misstatement or omission in the representations and warranties made herein by the Buyer. 3.6.2 The representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were deemed to have been made on again at and as of the Closing Date and shall then be true in all material respects (except to the extent that such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as may reflect the consummation of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the any transactions contemplated by this Agreement or the Closing Documents consented to or otherwise perform its obligations under this Agreement or the Closing Documents; (bapproved in writing by Seller) The and Buyer shall have performed or and complied in with all material respects with each obligation of the terms, agreements, covenants and covenant conditions required by this Agreement including, but not limited to its obligations under Sections 1.2, 1.2.l, 1.2.2, 1.3, 1.6, 1.6.1 and 2.3.6 to be performed or and complied with by Buyer prior to or on the Buyer Closing Date. 3.6.3 No suit, action or other proceeding shall have been instituted or threatened before any court or other governmental body or by any public authority to restrain or prohibit the consummation of the transactions contemplated herein or to obtain damages or other relief in connection with this Agreement, and on or before the Closing. (c) The Sellers Closing Date, any public authority that is required or requested to rule upon any transactions contemplated herein shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) so ruled favorably in writing. No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteclaim, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced be pending against Buyer or any against Seller that which, if adversely determined, would reasonably prevent or hinder the consummation of the transactions contemplated hereby or result in the payment of damages as a result of such transactions. 3.6.4 Seller shall have obtained all consents of third parties and Governmental Agencies and all licenses, permits and governmental approvals necessary or appropriate to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer. 3.6.5 The validity and adequacy of all proceedings of Buyer in authorizing and approving this Agreement and the agreements, documents and instruments contemplated hereby shall have been approved by Seller and counsel for Seller. 3.6.6 Seller shall have received the items to be expected delivered at Closing by Buyer pursuant to prevent the terms of this Agreement, including pursuant to Section 3.4 of this Agreement. 3.6.7 Seller shall have received the Closing Payment. 3.6.8 Seller shall have obtained wind farm option agreements or easement agreements sufficient to satisfy the terms of Section 2.1.11. In the event the foregoing conditions are not satisfied or waived by Seller prior to or at the Closing., Seller shall have the right to terminate this Agreement and, in the event of such termination, Seller and Buyer shall be relieved of all obligations hereunder, except Seller's obligations under Sections 1.6 and 1.6.1 and Buyer's obligations under Section 1.2.4. Page 15 of 58

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to Sellers’ obligations under this Agreement are conditioned upon the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the Purchaser’s representations and warranties made by the Buyer set forth in this Agreement shall be true and correct accurate as of the date of the execution of this Agreement (b) Purchaser shall have performed all of its obligations under this Agreement in all respects material respects, including, without limitation, the delivery of the documents set forth in Section 7.4(b). For the purposes of this Section 5.7(b), any breach of any covenant and obligation of Purchaser in this Agreement shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such covenant or obligation. (c) On or prior to the Closing, Purchaser or its Affiliates and Franchisors or their Affiliates shall have approved and executed New Franchise Agreements for the Hotels consistent with the provisions in this Agreement with respect to such New Franchise Agreements. (d) Sellers shall have terminated, or caused to be terminated, the hotel management agreements between the Management Company and the Sunstone Entities. (e) Any approvals required in connection with the issuance of the Equity Consideration shall have been received. The foregoing conditions are for the benefit of Sellers only and accordingly Sellers shall be entitled to waive compliance with any such conditions as they see fit to do so, in their sole discretion. The duties and obligations of Sellers to proceed to Closing under the terms of this Agreement are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.7, each of which shall be deemed material to this Agreement. If the conditions set forth in Sections 5.7(a) and (b) have not been satisfied as of the Closing Date for reasons other than a default by a Seller or a failure to satisfy the conditions set forth in Section 5.6, then Sellers, subject to any applicable notice and cure periods as though provided in other provisions of this Agreement (including Section 6.1), shall be entitled to terminate this Agreement by giving Purchaser written notice to such representations effect. Escrow Agent shall disburse the Xxxxxxx Money as set forth in Section 2.3, and warranties were made on and as the parties shall thereafter have no further rights or liabilities under this Agreement, except that (i) each party shall pay 50% of the Closing Date (except expenses of escrow unless the termination is solely due to the extent such representations and warranties relate Purchaser’s failure to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations hereunder in which event Purchaser shall pay the expenses of escrow, and (ii) each party shall continue to be obligated under the provisions in this Agreement or the Closing Documents; that survive termination, including, without limitation, those set forth in Section 1.3 (bInspection Period), Article 6 (Remedies), Section 7.6 (Commissions), Article 9 (Indemnification) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the ClosingSection 10.10 (Confidentiality). (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The Seller's obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing each of the following conditions: (ai) Each of the representations and warranties made by of BUYER in Section 5 as of the Buyer in this Agreement Closing Date shall be true and correct (in all respects as the case of the Closing Date as though any such representations representation and warranties were made on warranty qualified by materiality) and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all material respects as (in the case of such specific dateall other representation and warranties), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (bii) The Buyer shall BUYER must have performed or and complied with in all material respects with each obligation and covenant all of its covenants required by this Agreement to be performed or complied with by the Buyer on or before prior to the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (diii) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits all consents and notifications necessary for the transfer of the Transferred Assets to BUYER (except those consents related to the assignment of the Easements and Shared Easements, if any), and the assumption by BUYER of the obligations and liabilities to be transferred to and assumed by BUYER, at the Closing shall have been obtained or made (and must be in full force and effect), in each case in form and substance reasonably satisfactory to Seller, all necessary declarations, filings, and registrations with Governmental Authorities shall have been made by BUYER, and all applicable waiting and other time periods (including extensions thereof, if any) under any applicable legislation or regulation, including under the consummation Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, of any other transaction relevant jurisdiction shall have expired, lapsed, or been terminated; (iv) there must not be issued and in effect any order, decree or ruling restraining, enjoining or prohibiting the transactions contemplated hereby; (v) BUYER shall have executed and delivered the documents to which it is a party listed in Section 15(C); and (evi) No action, suit or other proceeding BUYER shall have been commenced against Buyer or any delivered to Seller a certificate in form and substance reasonably satisfactory to Seller to the effect that would reasonably be expected to prevent each of the Closingconditions specified above in this Section 15(A) is satisfied in all respects.

Conditions Precedent to Seller’s Obligations. The Closing and Seller’s obligation of the Sellers to consummate the transfer of transactions contemplated by this Agreement and the Transferred Assets to the Buyer on the Closing Date is exhibits attached hereto are subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:conditions (which can be waived by Seller): (ai) Each Buyer’s delivery to Escrow Agent on or before the Closing Date, for disbursement as provided herein, of the Purchase Price (with credit for the Deposit), plus Buyer’s share of costs (as set forth in Paragraph 12 of this Agreement), plus or minus prorations (as set forth in Paragraph 13 of this Agreement) and the other sums, documents and materials described in Paragraph 10(b) of this Agreement. (ii) Buyer’s representations and warranties made by the Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations Closing, and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties Buyer shall be true and correct have otherwise performed in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant which are required by this Agreement to be performed or complied with by it prior to the Buyer on or before the ClosingClosing Date. (ciii) The Sellers conditions set forth in this Paragraph 9(b) are solely for the benefit of Seller and may be waived only by Seller. Seller shall at all times have received all of the applicable documents required right to be delivered by the Buyer under Article VI; (d) No order waive any condition. Such waiver or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction waivers shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation writing to Buyer. The waiver by Seller of any other transaction contemplated hereby; and (e) No actioncondition shall not relieve Buyer of any liability or obligation with respect to any representation, suit warranty, covenant or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingagreement of Buyer.

Conditions Precedent to Seller’s Obligations. The Seller’s obligation of the Sellers to consummate the transfer of the Transferred Assets deliver title to the Buyer on the Closing Date is Property shall be subject to compliance by Buyer with the satisfaction (or waiver by the Sellers) following conditions precedent on and as of the Closing date of the following conditionsClosing: (a) Each Buyer shall have delivered to Escrow Agent on the Closing Date all of the documents to be executed by Buyer and delivered to Escrow Agent pursuant to this Agreement; (b) Buyer shall have delivered to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 4 hereof, and all applicable documents to be delivered by Buyer in accordance with Section 10 above; (c) the representations and warranties made by the of Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of Closing Date as though if such representations and warranties were made on at and as of the Closing Date (except to the extent such representations Closing, and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Buyer Closing; and (d) within ten (10) days following the Effective Date (the “Seller’s Board Approval Date”), the Board of Directors of Global Net Lease, Inc. (the “Seller’s Board”) shall have approved of the final terms and conditions of sale. If the Seller’s Board fails to approve such final terms and conditions on or before the Closing. (c) The Sellers Seller’s Board Approval Date, Seller shall notify Buyer thereof in writing, this Agreement shall be terminated, and neither party shall have received all any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein, and except that Buyer shall be entitled to a return of the applicable documents required to be delivered by the Xxxxxxx Money, provided that Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be is not otherwise in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingdefault hereunder.

Conditions Precedent to Seller’s Obligations. The Seller’s obligation of the Sellers to consummate the transfer of the Transferred Assets Property to the Buyer Purchaser on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller in writing) as of the Closing of the following conditions; provided, however, if the failure of any such condition is due to a default by Purchaser, Seller shall have the rights and remedies provided in Section 13.1: (a) Each of the representations and warranties made by the Buyer Purchaser in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent unless such representations representation or warranty is made on and warranties relate to as of a specific date, in which case, such representations and warranties case it shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer Purchaser shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Purchaser for Closing. (c) The Sellers Seller or Escrow Agent shall have received all of the applicable documents required to be delivered by the Buyer Purchaser under Article VI;Section 6.1. (d) No order Seller or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Escrow Agent shall be have received the Purchase Price in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any accordance with Section 2.2 and all other transaction contemplated hereby; andamounts due to Seller hereunder. (e) No actionSubject to Section 14.27 hereof, suit or other proceeding Section 14.27 of the Three Property Purchase Agreement, Section 14.27 of the Sorrel Pxxxxxxx Creek Ranch Purchase Agreement, and Section 14.27 of the Landings at Four Corners Purchase Agreement, the transactions contemplated by such Affiliated Purchase Agreements shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent consummated in accordance with the Closingterms and conditions thereof.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date transactions contemplated hereby is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: conditions (a) Each or, in the sole discretion of the Seller, written waiver thereof): The representations and warranties of Buyer made by the Buyer in this Agreement shall be true and correct in all material respects as of at Closing. No proceeding by any Governmental Authority or other person shall have been instituted or threatened against Buyer which seeks to enjoin, restrain or prohibit, or which questions the Closing Date as though such representations and warranties were made on and as of validity or legality of, the Closing Date (except transactions contemplated hereby or which otherwise seeks to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches affect or inaccuracies that would not could reasonably be expected to affect the transactions contemplated hereby. Seller's historical operations have been in compliance with all applicable laws and regulations that could have a material adverse effect impact on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Business. Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers its obligations described in Section 5.1. Seller shall have received from Buyer all of the applicable documents required following: The Payment of the Purchase Price in the form of Parent's Restricted Common Stock Certificates to be delivered those shareholders listed on Schedule 1.4; and The Assignment and Assumption Agreement, duly executed by Subsidiary; A certificate of the Buyer under Article VI; (d) No order or injunction Secretary of any court or administrative agency each of competent jurisdiction nor any statuteParent and Subsidiary certifying, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as complete and accurate as of the Closing that restrains or prohibits the transfer Closing, attached copies of the Transferred Assets governing documents of Parent and Subsidiary, respectively, and certifying and attaching all requisite resolutions or actions of Buyer's board of directors approving the execution and delivery of this Agreement and the consummation of the contemplated transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other transaction document relating to the contemplated herebytransactions; and (e1) No actionBuyer is bound by this Agreement and (2) subject to Closing, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent Subsidiary is obligated for the ClosingAssumed Liabilities.

Conditions Precedent to Seller’s Obligations. The obligation All of the Sellers to consummate the transfer obligations of the Transferred Assets to the Buyer on the Closing Date is Seller hereunder are subject to the satisfaction (fulfillment, prior to or waiver by at the Sellers) as of the Closing Closing, of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) Each of the All representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date said time (except to the extent such representations and warranties relate to a specific dateextent, if any, Seller shall have waived the same in which case, such representations and warranties shall be true and correct in all respects as of such specific datewriting), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or and complied in all material respects with each obligation all the terms, provisions and covenant required by conditions of this Agreement to be performed or complied with and performed by the Buyer on at or before the Closing. (c) The Sellers Buyer shall have received all delivered to Seller a certificate of a Secretary or an Assistant Secretary of Buyer enclosing a copy of (i) its certificate of incorporation, as amended, certified by the Secretary of State of the applicable documents required State of Ohio, (ii) its by-laws, and (iii) Board resolutions authorizing Buyer to be delivered by enter into this Agreement and to consummate the Buyer under Article VI;transactions contemplated hereby. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statutelaw, governmental regulation, rule, regulation directive, or executive order promulgated by any Governmental Authority of competent jurisdiction proceeding shall be in effect as pending or threatened which would prevent, restrain or prohibit completion of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction transactions contemplated hereby; andhereunder. (e) No action, suit All governmental and/or regulatory requirements for the valid consummation by Seller of the transactions contemplated by this Agreement and the other Transaction Documents (including the expiration of any waiting period under the Anti-Trust Filings or other proceeding any extensions thereof) shall have been commenced against fulfilled, and all authorizations, consents or approvals by any governmental authority that are required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents shall have been obtained on terms and conditions reasonably satisfactory to Seller and shall be in full force and effect. (f) Seller shall have received the Closing Payment in accordance with Section 2.4. (g) Buyer shall have signed and delivered, or any caused one or more of its Affiliates to sign and deliver, the Transaction Documents, including a Latina Business Transfer Deed, Monterrey Share Transfer Agreement and Transition Services Agreement in form and substance reasonably satisfactory to Seller. (h) Seller shall have received a certificate of an officer of Buyer, dated the Closing Date, certifying that would reasonably be expected to prevent the Closingconditions set forth in Section 5.2(a) and (b) have been satisfied.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is Seller under this Agreement are subject to the satisfaction (or waiver by the Sellers) as Seller of the Closing each of the following conditionsconditions or requirements on or before the Closing date: (a) Each of the Buyer's warranties and representations and warranties made by the Buyer in under this Agreement shall be true and correct in all respects as of the Closing Date as though such representations Date, and warranties were made on and as Buyer shall not be in default hereunder. (b) All of the obligations of Buyer contained in this Agreement shall have been fully performed by or on the date of Closing Date in compliance with the terms and provisions of this Agreement. (except c) Buyer shall have delivered to Seller at or prior to the extent such representations and warranties relate to a specific dateClosing the following, in which case, such representations and warranties shall be true and correct reasonably satisfactory to Seller: (1) Delivery and/or payment of the balance of the Purchase Price in all respects as accordance with Section at Closing; (2) An assumption of the leases, contracts, agreements, permits, licenses by Buyer in a manner acceptable to Seller, including an indemnity against breach of such specific date), except for breaches or inaccuracies that would not instruments by Buyer subsequent to the Closing Date; (3) Seller's full and complete release from the Surviving Mortgage; and (4) Such other documents as Seller may reasonably be expected request to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or Agreement. In the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in event that all material respects with each conditions precedent to Buyer's obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding purchase shall have been commenced satisfied but the foregoing provisions of this Section have not, and Seller elects in writing to terminate this Agreement, then the Earnest Money Deposit shall be promptly delivxxxx xx Seller by Escrow Agent and, upon the making of such delivery, neither party shall have any further claim against Buyer or any Seller that would reasonably be expected to prevent the Closingother by reasons of this Agreement, except as provided in Article .

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller hereunder to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to transactions contemplated hereunder shall in all respects be conditioned upon the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions prior to or simultaneously with the Closing (or at such earlier time as may be provided below), any of which may be waived by Seller in Seller’s sole discretion by written notice to Purchaser at or prior to the Closing Date: (a) Each Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable in the amount and in the manner provided for in this Agreement; (b) Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and (c) All representations and warranties made by the Buyer of Purchaser as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of Closing, (subject to being updated as provided in Section 3.2(c) hereof). (d) In the event any condition in this Section 6.2 has not been satisfied (or otherwise waived by Seller) prior to or on the Closing Date (except as the same may be extended or postponed as provided in this Agreement), Seller shall have the right, in its sole discretion, to terminate this Agreement by written notice to Purchaser given prior to the extent such representations Closing, whereupon (i) Escrow Agent shall return the Xxxxxxx Money to Purchaser, and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), (ii) except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability those provisions of the Buyer to consummate the transactions contemplated by this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or the Closing Documents further rights or otherwise perform its obligations under this Agreement or Agreement. If the Closing Documents; (b) The Buyer failure of any condition precedent to Seller’s obligation to close set forth in this Section 6.2 arises as a result of a default by Purchaser under this Agreement, then Seller shall have performed or complied the remedies available to Seller in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the ClosingSection 8.1 hereof. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is Seller under this Agreement are subject to the satisfaction (or waiver by the Sellers) as Seller of the Closing each of the following conditionsconditions or requirements on or before the Closing date: (a) Each of the Buyer's warranties and representations and warranties made by the Buyer in under this Agreement shall be true and correct in all respects as of the Closing Date as though such representations Date, and warranties were made on and as Buyer shall not be in default hereunder. (b) All of the obligations of Buyer contained in this Agreement shall have been fully performed by or on the date of Closing Date in compliance with the terms and provisions of this Agreement. (except c) Buyer shall have delivered to Seller at or prior to the extent such representations and warranties relate to a specific dateClosing the following, in which case, such representations and warranties shall be true reasonably satisfactory to Seller: (1) Delivery and/or payment of the balance of the Purchase Price in accordance with Section 2.1 at Closing; (2) An assumption agreement, pursuant to which Buyer shall assume the obligations of Seller under the Leases and correct the Contracts that are being assumed by Buyer, and by which Buyer shall indemnify Seller against any and all claims, actions, charges, expenses (including, without limitation, attorney's fees and court costs) and liabilities relating to the Leases or the assumed Contracts arising in connection with acts or omissions occurring after the Closing Date; and pursuant to which Seller shall indemnify Buyer in a reciprocal fashion for all respects such matters arising prior to the Closing Date; (3) A certified copy of the Articles of Incorporation and Bylaws of Buyer, or its acquiring affiliate, as well as a copy of Buyer's or Buyer's acquiring affiliate's Certificate of Authority, duly filed with the North Carolina Secretary of State; (4) A copy of any resolution required under the terms of the Bylaws of Buyer or Buyer's acquiring affiliate authorizing certain officers of Buyer or of such specific date), except for breaches or inaccuracies that would not affiliate to execute and deliver the closing documents required by this Section 8.2; (5) Such other documents as Seller may reasonably be expected request to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or Agreement. In the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in event that all material respects with each conditions precedent to Buyer's obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding purchase shall have been commenced satisfied but the foregoing provisions of this Section 8.2 have not, and Seller elects in writing to terminate this Agreement, then the Earnest Money Deposit shall xx xxxmptly delivered to Seller by Escrow Agent and, upon the making of such delivery, neither party shall have any further claim against Buyer or any Seller that would reasonably be expected to prevent the Closingother by reasons of this Agreement, except as provided in Article 9.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the proceed with Closing Date under this Agreement is subject to the satisfaction (fulfillment or waiver by satisfaction, prior to or at the Sellers) as Closing, of the Closing each of the following conditions:conditions precedent (any of which may be waived in writing in whole or in part by Seller): (a) Each of the The representations and warranties made of Buyer contained in this Agreement and in any list, certificate, document or written statement furnished by it to Seller in connection with the Buyer in negotiation, execution or performance of this Agreement shall be true as of the date of execution of this Agreement and correct shall be true in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date (except to the extent such other than those representations and warranties relate to made as of a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied in all material respects with each obligation all agreements and covenant required by conditions contained in this Agreement that are required to be performed or complied with by the Buyer on it prior to or before at the Closing.; (c) The Sellers Provided that the conditions precedent in Section 13.1 are satisfied, Seller shall have received all of the applicable documents required to be delivered by the Buyer under Article VIBuyer’s deliveries described in Section 14.2; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteProvided that the conditions precedent in Section 13.1 are satisfied, ruleSeller shall have received the Cash Balance required under Section 6.1, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of and a certificate dated the Closing Date and signed by Buyer certifying that restrains or prohibits the transfer of conditions specified in Section 13.2 have been fulfilled (the Transferred Assets or the consummation of any other transaction contemplated hereby“Buyer’s Certificate Regarding Conditions”); and (e) No suit, action, suit proceeding or other proceeding investigation shall have been commenced instituted or threatened by any Governmental Authority against Buyer, and no injunction shall have been issued and then be outstanding by a party other than Seller or Buyer to restrain, prohibit or otherwise challenge the legality or validity of any Seller that would reasonably be expected of the transactions contemplated by this Agreement. (f) Buyer and/or its affiliates and Cedar shall concurrently close on the purchase and sale of the Cedar Assets pursuant to prevent the Closingterms and conditions of the Cedar Agreement.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer be performed on the Closing Date is shall be subject to the satisfaction (or waiver by the Sellers) as of prior to or at the Closing of each of the following conditions: (a) Each of the The representations and warranties made by the Buyer set forth in this Agreement Section 3.2 hereof shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and Purchaser shall have delivered to Seller a certificate dated as of the Closing Date (except and signed by an executive officer of Purchaser to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;effect. (b) The Buyer Purchaser shall have performed or and complied in with all material respects with each obligation and covenant agreements required by this Agreement to be performed or complied with by the Buyer it on or before prior to the Closing. (c) The Sellers Seller shall have received all obtained a waiver, in form and substance reasonably satisfactory to the Purchaser, of applicable lock-up provisions relating to the applicable documents required Shares, including any such provision imposed pursuant to be delivered by the Buyer under Article VI;Shareholders Agreement. (d) No order All consents, authorizations, orders and approvals of, filings or injunction registrations with and the expiration of all waiting periods imposed by, any court third Person, including any governmental entity, which are required for or administrative agency in connection with the execution and delivery by the Parties of competent jurisdiction nor any statutethis Agreement and the consummation by the Parties of the Share Purchase contemplated hereby shall have been obtained or made, rulein form and substance reasonably satisfactory to the Seller, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction and shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andfull force and effect. (e) No action, suit or other proceeding action shall have been commenced against Buyer taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Seller governmental entity that would reasonably be expected (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render any party unable to prevent consummate the Closingtransaction contemplated hereby. Consummation of the transactions contemplated by this Agreement will not violate any U.S. federal, U.S. state, or foreign securities laws.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets Asset to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Asset or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby. (e) The Seller shall have received all of the documents required to be delivered by the Buyer under Article VI. (f) The Seller shall have received the Purchase Price in accordance with subsection 2.2(b) and all other amounts due to the Seller hereunder. (g) The Seller shall have received Limited Partner Approval. Notwithstanding the foregoing, in the event that Seller is unable to transfer the Asset to Buyer as a result of its failure to obtain Limited Partner Consent for any reason other than the default of Buyer or the wilful acts or a misrepresentation of Buyer and Buyer has performed all of its obligations under this Agreement, then (i) this Agreement (except for those provisions hereof which by their terms are to survive a termination of this Agreement) shall be terminated as of the date that Seller notifies Buyer in writing that it is unable to obtain the Limited Partner Approval, (ii) the Xxxxxxx Money shall be returned to Buyer and (iii) Seller shall pay to Buyer a break-up fee in an amount equal to $100,000. Upon a termination of this Agreement as provided for in this Section 5.1(g), neither party hereto shall have any Seller that would reasonably be expected to prevent further rights or obligations hereunder except for those provisions which expressly survive the Closingtermination hereof.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the proceed with Closing Date under this Agreement is subject to the satisfaction (fulfillment or waiver by satisfaction, prior to or at the Sellers) as Closing, of the Closing each of the following conditions:conditions precedent (any of which may be waived in writing in whole or in part by Seller): (a) Each of the The representations and warranties made of Buyer contained in this Agreement and in any list, certificate, document or written statement furnished by it to Seller in connection with the Buyer in negotiation, execution or performance of this Agreement shall be true as of the date of execution of this Agreement and correct shall be true in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date (except to the extent such other than those representations and warranties relate to made as of a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied in all material respects with each obligation all agreements and covenant required by conditions contained in this Agreement that are required to be performed or complied with by the Buyer on it prior to or before at the Closing.; (c) The Sellers Provided that the conditions precedent in Section 13.1 are satisfied, Seller shall have received all of the applicable documents required to be delivered by the Buyer under Article VIBuyer’s deliveries described in Section 14.2; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteProvided that the conditions precedent in Section 13.1 are satisfied, ruleSeller shall have received the Cash Balance required under Section 6.1, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of and a certificate dated the Closing Date and signed by Buyer certifying that restrains or prohibits the transfer of conditions specified in Section 13.2 have been fulfilled (the Transferred Assets or the consummation of any other transaction contemplated hereby“Buyer’s Certificate Regarding Conditions”); and (e) No suit, action, suit proceeding or other proceeding investigation shall have been commenced instituted or threatened by any Governmental Authority against Buyer, and no injunction shall have been issued and then be outstanding by a party other than Seller or Buyer to restrain, prohibit or otherwise challenge the legality or validity of any Seller that would reasonably be expected of the transactions contemplated by this Agreement. (f) Buyer and/or its affiliates and Rosewood shall concurrently close on the purchase and sale of the Rosewood Assets pursuant to prevent the Closingterms and conditions of the Rosewood Agreement.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets Asset to the Buyer on the Closing Date is subject to the satisfaction (or waiver waiver) by the Sellers) Seller as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby; and. (d) The Seller shall have received all of the documents required to be delivered by the Buyer under Article VI. (e) No action, suit or other proceeding The Seller shall have been commenced against received the Purchase Price in accordance with subsection 2.2(b) and all other amounts due to the Seller hereunder. (f) The Buyer or any Seller that would reasonably be expected to prevent shall have closed on the Closingacquisition of the Interests (as defined in the City Center Purchase Agreement).

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets Asset to the Buyer on the Closing Date is subject to the satisfaction (or waiver waiver) by the Sellers) Seller as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against Buyer brought by any Person (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Asset or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby. (e) Seller that would reasonably shall have received all of the documents required to be expected delivered by Buyer under subsection 6.1(a). (f) Seller shall have received the Purchase Price in accordance with Section 2.2 and all other amounts then due to prevent the ClosingSeller hereunder.

Conditions Precedent to Seller’s Obligations. The obligation Subject to any express written waiver of such conditions by Seller, the Sellers obligations of Seller to consummate close the transfer of the Transferred Assets to the Buyer on the Closing Date is transactions contemplated under this Agreement are subject to the fulfillment or satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions precedent: (a) Each Representations and Warranties True as of the Closing Date. The representations and warranties made by the of Buyer contained in this Agreement shall be true and correct in all material respects as of on the Closing Date with the same effect as though such representations and warranties were had been made on and as of the Closing Date (except for changes permitted hereunder and except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true in all material respects as of such date or time)), except to the extent that the failure of such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would shall not reasonably be expected to have had a material adverse effect on the Buyer or impair or delay the Buyer’s ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;hereunder. (b) The Compliance with this Agreement. Buyer shall have performed or and complied in all material respects with each obligation and covenant all agreements required by this Agreement to be performed or complied with by the Buyer on prior to or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order Closing Date, except to the extent the failure to perform such covenants, agreements and obligations shall not have had a material adverse effect on Buyer’s ability to perform its obligations hereunder; provided, that the foregoing exception shall not apply to Buyer’s obligation to pay the amounts set forth in Section 4.1 or injunction of to otherwise pay any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of consideration for the Closing that restrains or prohibits the transfer of the Transferred Acquired Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingwhen due hereunder.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date Transactions hereunder is subject to fulfillment, prior to or at the satisfaction (or waiver by the Sellers) as of the Closing Closing, of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing to the extent permitted by Law): (a) Each of the The representations and warranties made by of Buyer set forth in Article IV shall have been true and correct on the Buyer in this Agreement date hereof and shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except except, in each case, to the extent such representations and warranties relate representation or warranty expressly relates to a specific specified date, in which case on and as of such specified date and, in each case, disregarding all qualifications or limitations as to “materiality”, “material adverse effect” and words of similar import set forth therein), except where the failure of such representations and warranties shall to be so true and correct would not, individually or in all respects as of such specific date)the aggregate, except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the Closing Documents;consummation of the Transactions. (b) The Buyer shall have performed or and complied in all material respects with each obligation all the covenants and covenant required by obligations in this Agreement to be performed or complied with and performed by the Buyer on at or before the Closing. (c) The Sellers Buyer shall have received all delivered to Seller a certificate dated the Closing Date and executed by an authorized officer of Buyer to the effect that each of the applicable documents required to be delivered by the Buyer under Article VI;conditions specified above in Sections 5.02(a) and (b) has been satisfied. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Legal Impediment shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andeffect. (e) No action, suit Any applicable waiting or suspension period under the HSR Act relating to the Transactions shall have expired or been terminated. (f) Seller shall have received the Closing Date Amount in accordance with Section 2.04. (g) Buyer shall have signed and delivered the Transition Services Agreement and the Honeywell Master Services Agreement as contemplated by Section 7.09. (h) The other proceeding actions set forth in Section 2.08 shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingcompleted.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date close under this Agreement is subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditionsconditions unless waived in writing by Seller: (a) Each of the 1. The representations and warranties made by the Buyer in this Agreement Purchaser herein shall be true and correct in all material respects as of the Closing Date Date, as though such representations and warranties were restated and made on at and as of the Closing Date (except to Date; 2. Seller and Purchaser shall have entered into the extent such representations and warranties relate to a specific dateJoint Marketing Agreement; 3. No claim, in action, suit proceeding or governmental investigation shall have been threatened or instituted challenging the validity of this Agreement or the series of transactions contemplated hereby which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not could reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability transactions contemplated hereby and no order of the Buyer any court shall have been entered which reasonably could be expected to consummate have a material adverse effect on the transactions contemplated by this Agreement hereby; 4. All applicable waiting periods (and extensions thereof), if any, with respect to any application filed with the OCC or under the Closing Documents Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation been terminated and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers Seller and Purchaser shall have received all of the applicable documents required other necessary permits or consents; 5. All pre-Closing covenants, obligations and other matters to be delivered by performed on the Buyer under Article VI; (d) No order or injunction part of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Purchaser shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyhave been fulfilled; and (e) No action6. The sale of the Assets to be Sold shall not violate any applicable statute, suit rule or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent regulation in effect on the ClosingClosing Date.

Conditions Precedent to Seller’s Obligations. The obligation Closing and all obligations of Seller pursuant to this Agreement shall be conditioned upon the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditionsfollowing: (a) Each of the All representations and warranties made by the Buyer contained in this Agreement Section 4 shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of the Closing Date Date; (except to b) Buyer shall have delivered the extent such representations and warranties relate to a specific date, Purchase Price recited in which case, such representations and warranties Section 2.1 hereof; (c) Buyer shall be true and correct in have performed all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all as of the applicable Closing Date, including, but not limited to delivery of all documents required to be delivered by the Buyer under Article VIset forth in Section 5.3; (d) No order or injunction Buyer shall have executed and delivered to the Seller originals of the Management Agreement, the Employment Agreement, the Stock Pledge and Escrow Agreement, the Noncompetition and Nonsolicitation Agreement and the Stock Restriction Agreement. In the event Seller reasonably believes prior to the Closing Date that any court or administrative agency of competent jurisdiction nor any statutethe foregoing conditions is not satisfied, rulethen Seller shall notify Buyer in writing and Buyer shall cure such to the reasonable satisfaction of Seller. If Buyer does not cure in thirty (30) days then Seller may, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction at its option, terminate this Agreement in which event Seller shall be in effect as relieved of the Closing that restrains all obligations hereunder and this Agreement shall be deemed null, void and of no force or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingeffect.

Conditions Precedent to Seller’s Obligations. The Closing and Seller's obligation of the Sellers to consummate the transfer of transactions contemplated by this Agreement and the Transferred Assets to the Buyer on the Closing Date is exhibits attached hereto are subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:conditions (which can be waived by Seller, with Limited Partner Consent): (ai) Each Buyer's delivery to Escrow Agent on or before the Closing Date, for disbursement as provided herein, of the Purchase Price (with credit for the Deposit), plus Buyer's share of costs (as set forth in Paragraph 12 of this Agreement), plus or minus prorations (as set forth in Paragraph 13 of this Agreement) and the other sums, documents and materials described in Paragraph 10(b) of this Agreement. (ii) Buyer's representations and warranties made by the Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations Closing, and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties Buyer shall be true and correct have otherwise performed in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or which are required to be performed by it prior to the Closing Documents;Date. (biii) The Buyer shall have performed or complied in all material respects provided Seller with a copy of each obligation and covenant required by this Agreement Required Consent at least three (3) days prior to be performed or complied with by the Buyer on or before the Closing. (civ) The Sellers Housing Authority shall have received all provided any required consents or approvals of the applicable documents required to be delivered transaction contemplated by the Buyer under Article VI;this Agreement. (dv) No order Seller's mortgage lender shall have provided any required consents or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as approvals of the Closing that restrains or prohibits transaction contemplated by this Agreement. If the transfer Close of Escrow does not occur due to the failure of the Transferred Assets or condition set forth in this Paragraph 9(b)(v), then Buyer shall receive a refund of the consummation Deposit and the other provisions of any other transaction contemplated hereby; and (eParagraph 9(c) No action, suit or other proceeding of this Agreement shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closinggovern.

Conditions Precedent to Seller’s Obligations. The Sellers’ obligation of the Sellers to consummate the transfer of the Transferred Assets deliver title to the Buyer on the Closing Date is Property shall be subject to compliance by Buyer with the satisfaction (or waiver by the Sellers) following conditions precedent on and as of the Closing date of the following conditionsClosing: (a) Each Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to all prorations, credits and adjustments made pursuant to this Agreement), together with any and all other sums that are to be paid by Buyer in connection with the closing of its purchase of the Property, and any other amounts shown as payable by Buyer on a settlement statement to be prepared in connection with the transactions contemplated hereby; (b) The representations and warranties made by the of Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of Closing Date as though if such representations and warranties were made on at and as of the Closing Date (except to the extent such representations Closing, and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by the Buyer on prior to or before at the Closing.; (c) The Sellers Buyer shall have received delivered to Escrow Agent each and all of the applicable documents Closing Documents required by the terms of this Agreement to be delivered executed by the Buyer under Article VI;fully executed and acknowledged where appropriate; and (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as As of the Closing that restrains or prohibits the transfer there shall not be a case under Title 11 of the Transferred Assets U.S. Code, as now constituted or the consummation of hereafter amended, or under any other transaction contemplated hereby; and (e) No action, suit applicable federal or state bankruptcy law or other proceeding shall have been commenced similar law against Buyer or any Seller that would reasonably be expected to prevent the ClosingBuyer.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on complete the Closing Date is hereunder are, at Seller's option, subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations Purchaser's representations, warranties and warranties made by the Buyer covenants contained in this Agreement shall be true and correct in all respects as at the time of the Closing Date as though such representations representations, warranties and warranties covenants were made on and as of the Closing Date (except to the extent at such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;time. (b) The Buyer Purchaser shall have performed or and complied in with all material respects with each obligation agreements and covenant conditions required by this Agreement to be performed or complied with by the Buyer on prior to or before at the Closing. (c) The Sellers shall have received Purchaser covenants that it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to its assets, to the applicable documents required business conducted by it and to be delivered the transactions contemplated by the Buyer under Article VI;this Agreement. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Effective as of the Closing that restrains or prohibits the transfer Date, all of the Transferred Assets members of Purchaser's current board of directors and each and every person serving as an officer of Purchaser shall resign their respective positions and/or offices by tendering written resignations. Immediately prior to said resignations, Purchaser's board of directors shall appoint those persons set forth on the Schedule of New Directors and Officers, Schedule D, attached hereto and made a part hereof, as members of Purchaser's new board and/or as officers of Purchaser, with such appointments to correspond with the position or office designated on Schedule D and with such appointments to be effective as of the consummation of any other transaction contemplated hereby; andClosing. (e) No actionAll press releases, suit shareholder communications, SEC Filings and other publicity generated by Purchaser regarding the transactions contemplated by this Agreement, or other proceeding indirectly related to this Agreement, shall have been commenced against Buyer reviewed and approved by the Seller before their release to the public or any Seller that would reasonably be expected to prevent the Closinggovernmental agency.

Conditions Precedent to Seller’s Obligations. The obligation of Seller to commence sales of electric energy and capacity under this Agreement commencing on the Sellers to consummate the transfer of the Transferred Assets Commencement Date (to the Buyer on the Closing Date extent it occurs in accordance with its terms) is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditionsconditions on or prior to the Commencement Date: (a) Each of the The representations and warranties made by the of Buyer set forth in this Agreement Section 13.1 shall be true and correct in all respects as of the Closing Date as though such representations material respects, and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied with, in each case in all material respects with each obligation respects, the covenants and covenant obligations required by this Agreement to be performed or complied with by the Buyer on at or before the ClosingCommencement Date. (b) The Closing shall have occurred. (c) The Sellers FERC shall have received all issued an order, under Section 205 of the applicable documents required Federal Power Act, reasonably satisfactory to be delivered by Seller in all material respects, accepting or approving this Agreement for filing and permitting it to become effective as of the Buyer under Article VI;Commencement Date. (d) No order FERC shall have issued an order, under Section 205 of the Federal Power Act, reasonably satisfactory to Seller in all material respects, accepting or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect approving Seller’s OATT for filing and permitting it to become effective as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andCommencement Date. (e) No actionBuyer, suit Santee Xxxxxx and, if appropriate, Seller shall have, on the Effective Date, entered into an agreement, substantially in the form set forth at Appendix F, terminating the CIA concurrent with the Commencement Date and upon the terms and conditions set forth therein (the “CIA Termination Agreement”), and the CIA shall have terminated in accordance with the CIA Termination Agreement concurrently with the Commencement Date. (f) Seller and Buyer shall have entered into an agreement, substantially in the form set forth at Appendix G, for Seller to operate and maintain Buyer’s Transmission System (the “Operations and Maintenance Agreement”). (g) The RUS shall have either approved this Agreement, on or prior to the Commencement Date, without modifications or other proceeding shall have been commenced against conditions materially adverse to Seller, or allowed for expiration of the sixty (60) Day waiting period following delivery of a notice from Buyer. (h) Each Central-LSE Agreement is in full force and effect in all material respects and, (i) neither Buyer nor any LSE is in material breach of or material default under any Seller that would reasonably be expected Central- LSE Agreement, and (ii) except as provided in Section 13.1(d)(iii), none of the LSEs has threatened in writing to prevent terminate or cancel, or to challenge the Closingvalidity or enforceability of, any Central-LSE Agreement. (i) Buyer has obtained commitments, in the form attached as Appendix H, from at least twelve (12) of the LSEs to support or not oppose FERC acceptance of this Agreement without condition or modification.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seagate, Seller and the Sellers Company under this Agreement to consummate the transfer of the Transferred Assets to the Buyer on transactions contemplated hereby at the Closing Date is are subject to the satisfaction (fulfillment, at or waiver by the Sellers) as prior to Closing, of the Closing each of the following conditions, any of which may be waived by Seller: (a) Each of the The representations and warranties made by the of each Buyer contained in this Agreement shall be true and correct in all material respects (except that any thereof which are qualified as to materiality shall be true and correct as written) on and as of both the date hereof and the Closing Date with the same effect as though such representations and warranties were had been made on and as of each such date and Seller shall have received a certificate at the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the from each Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documentsthat effect; (b) The Each Buyer shall have performed or and complied in all material respects with each obligation all covenants and covenant required by agreements contained in this Agreement to be performed or complied with by the Buyer on it at or before prior to the Closing., and Seller shall have received a certificate at the Closing from each Buyer to that effect; (c) The Sellers All consents and approvals of third Persons and Governmental Authorities necessary in order to consummate the transactions contemplated by this Agreement shall have received all of the applicable documents required to be delivered by the Buyer under Article VIbeen obtained; (d) No order Seller shall have received a legal opinion from Xxxx Xxxxx & Xxxxxxx LLP, counsel to Buyers, or injunction of any court such other counsel as may be agreed to as to the matters set forth on Exhibit 6.2(d) (with such exceptions, limitations and qualifications as are agreed to by the parties) (the "Buyers Legal Opinion"); (e) There shall have been no Law or administrative agency of competent jurisdiction nor any statuteOrder promulgated, ruleenacted, regulation entered or executive order promulgated enforced by any Governmental Authority of competent jurisdiction that shall be remain in effect as that restrains, prohibits or delays the performance of this Agreement; (f) [Reserved] (g) The Company shall have entered into the Closing that restrains or prohibits Patent License Agreement; (h) The Company shall have entered into the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyStrategic Customer Agreement; and (ei) No action, suit or other proceeding Each Buyer shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent entered into the ClosingStockholders Agreement.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller’s obligations to consummate the transfer of the Transferred Assets transactions contemplated by this Agreement shall be subject to the Buyer satisfaction, on or prior to the Closing Date is subject to the satisfaction (or waiver by the Sellers) such shorter period of time as stated in this Agreement), of the Closing each of the following conditionsconditions precedent, any one or more of which may be waived by Seller: (a) Each all of the representations and warranties made by the Buyer of Purchaser contained in Section 5.01 this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations Date, as though republished and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects remade as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing DocumentsDate; (b) The Buyer Purchaser shall have performed or performed, observed and complied in all material respects with each obligation all of the covenants, agreements and covenant conditions required by this Agreement to be performed or performed, observed and complied with by the Buyer on its part on or before the Closing.Closing Date; (c) The Sellers this Agreement shall not have received all of the applicable documents required to be delivered by the Buyer under Article VI;been terminated previously in accordance with its terms; and (d) No order Purchase shall have extended an invitation to interview Seller’s existing facilities department employees for future employment. If on the Closing Date the conditions of this Article 8.03 have not been satisfied, then, at Seller’s option, the Escrowed Funds shall be forwarded to the Seller forthwith, all other obligations of the parties hereto shall cease and this Agreement shall be terminated and the parties shall be without further recourse or injunction remedy hereunder. If Purchaser is in breach of any court of its representations, warranties, covenants or administrative agency of competent jurisdiction nor any statuteobligations hereunder, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of then the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding Seller shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingrights and remedies set forth in Article 9.01 below.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller under this Agreement are, at the Sellers to consummate the transfer option of the Transferred Assets to the Buyer on the Closing Date is Seller, subject to the satisfaction following conditions precedent (the “Conditions Precedent”) that at or waiver by before the Sellers) as of the Closing of the following conditionsClosing: (a) Each there shall have been no breach by Buyer in the performance of any of its covenants herein and each of the representations and warranties made by the of Buyer contained or referred to in this Agreement shall be true and correct in all material respects as of at the Closing Date as though made at Closing; (b) the directors of Buyer shall have taken all corporate action necessary to approve the transactions contemplated in this Agreement and certified copies of resolutions duly adopted by the directors of Buyer in form and substance satisfactory to counsel for Seller in connection with the foregoing shall have been furnished to Seller; (c) This Agreement and the transactions contemplated hereunder shall have been approved by all necessary state and federal regulatory agencies, all conditions to such representations approval shall have been satisfied or waived and warranties were made on and as all statutory waiting periods shall have expired; (d) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as consummation of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documentsshall be in effect; (be) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any no statute, rule, regulation regulation, order, injunction or executive order decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority of competent jurisdiction shall be in effect as government entity that prohibits, restricts or makes illegal consummation of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction transactions contemplated herebyby this Agreement; and (ef) No action, suit or other proceeding initiated by any governmental entity seeking an Injunction shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingpending.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is Seller's obligations -------------------------------------------- under this Agreement are subject to the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditions: (a) Each of the Buyer's representations and warranties made by the Buyer in under this Agreement shall be true and correct accurate in all material respects as of the Closing Date as though such date when made and at Closing. At Closing, Buyer's representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties under this Agreement shall be true and correct accurate in all material respects except as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions changes specifically contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;consented to by Seller. (b) The Buyer shall have performed or and complied in all material respects with each obligation every covenant, agreement, and covenant condition required by it under this Agreement prior to be performed or complied with at the Closing unless compliance therewith shall have been waived by the Buyer on or before the ClosingSeller. (c) The Sellers If applicable, Buyer and Seller shall have received all approval of the applicable documents required to be delivered transaction contemplated by this Agreement from the Buyer FTC under Article VI;the Xxxx- Xxxxx-Xxxxxx Act, or shall have received notification that the waiting period under the Xxxx-Xxxxx-Xxxxxx Act has terminated, or the waiting period under the Xxxx-Xxxxx-Xxxxxx Act shall have expired. (d) No order The Purchase Price reduction resulting from the procedure set forth in Section 8. hereof does not exceed five percent (5%) of the Base Purchase Price. (e) On the Closing Date, no material suit, action, or injunction other proceeding seeking to restrain or prohibit the consummation of the transaction contemplated by this Agreement or to obtain damages or other relief in connection therewith shall be pending against Seller before any court or administrative agency governmental agency. If any such condition precedent to the obligations of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Seller under this Agreement is not met as of the Closing that restrains Date, Seller may terminate this Agreement by giving written notice thereof to Buyer. If Seller terminates this Agreement because of Buyer's failure to fulfill a condition in Section 10.(a) or prohibits 10.(b), Seller shall not return the transfer of Deposit to Buyer. If Seller terminates this Agreement because a condition in Section 10.(c), 10.(d), or 10.(e) is not met, and if Buyer is not in material default under this Agreement, Seller shall return the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No actiondeposit to Buyer. Thereafter, suit or other proceeding Seller and Buyer shall have been commenced against Buyer or any Seller that would reasonably be expected no further obligations to prevent one another hereunder, other than the Closingobligations under Sections 6.(a)(iii) and 15. hereof and the confidentiality obligations under Section 7.(d) hereof, which shall survive such termination.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing Date of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct when made and true and correct in all material respects (unless already subject to a materiality qualifier, in which case it shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent unless such representations representation or warranty is made on and warranties relate to as of a specific date, in which case, such representations and warranties case it shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Assets. (d) Seller or Escrow Agent shall have received all of the consummation of any other transaction contemplated hereby; anddocuments required to be delivered by Buyer under Section 7.1. (e) No action, suit Seller or other proceeding Escrow Agent shall have been commenced against received the Purchase Price Balance in accordance with Section 2.1(e) and all other amounts due to Seller hereunder. If any of the above conditions precedent are not satisfied on or prior to Closing then, subject to Seller’s right under Article XIV, Seller shall have the right to waive such failed condition or terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer or and neither party shall have any Seller obligations hereunder other than those that would reasonably be expected to prevent the Closingexpressly survive such termination.

Conditions Precedent to Seller’s Obligations. The obligation Each of the Sellers agreements of Seller to consummate be performed by it at the transfer of the Transferred Assets Cash Closing pursuant to the Buyer on the Closing Date is this Agreement shall be subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditions, any one or more of which may be waived, in whole or in part, in writing, by Seller: (a) Each of the a. The representations and warranties made by the of Buyer set forth in Paragraph 12 of this Agreement shall be true and correct both on the date hereof and on the date of the Cash Closing as if made at that time, except insofar as changes have occurred after the date hereof which are contemplated by this Agreement; b. Buyer shall have performed and complied with all agreements, undertakings, and obligations as are required to be performed or complied with by it at or prior to the Cash Closing in all respects as material respects; c. At the Cash Closing, Buyer shall have delivered to Seller all of the Closing Date as though such representations items set forth in Paragraph 8(b) of this Agreement; d. All proceedings in connection with the transactions contemplated by this Agreement and warranties were made on all certificates and as of documents delivered to Seller in connection with the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties transactions contemplated by this Agreement shall be true and correct satisfactory in all reasonable respects to Seller and Seller's counsel, and Seller shall have received copies of all such records and documents as of such specific date), except for breaches or inaccuracies that would not Seller may reasonably be expected to request; e. Seller shall have a material adverse effect on the Buyer or impair or delay the ability of the Buyer received shareholder approval to consummate the transactions contemplated by this Agreement Agreement; and f. No governmental entity having jurisdiction over Buyer or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer Seller shall have performed enacted, issued, promulgated, enforced or complied entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in all material respects with each obligation effect and covenant required has the effect of making the transactions contemplated by this Agreement to be performed illegal or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all otherwise prohibiting consummation of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as sale of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the ClosingAssets.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller to effect the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is transactions contemplated by this Agreement are subject to the satisfaction fulfillment, prior to or at the Closing, of the following conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part by the SellersSeller in writing): (a) The representations and warranties of Buyer contained herein (i) that are not qualified as to materiality shall be accurate, true and correct in all material respects on and as of the Closing of the following conditions: (a) Each of the Date, except for such representations and warranties made by the Buyer in this Agreement as of a specified date, which shall be accurate, true and correct in all material respects as of the date specified and (ii) that are qualified as to materiality shall be accurate, true and correct in all respects on and as of the Closing Date, except for such representations and warranties made as of a specified date, which shall be accurate, true and correct in all respects as of the Closing Date as though such representations date specified; and warranties were made on and as Seller shall have received a certificate of an officer of Buyer dated the Closing Date (except to the extent such representations and warranties relate to a specific dateDate, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies certifying that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;condition has been satisfied. (b) The Buyer shall have performed or and complied in all material respects with each obligation all the terms, provisions and covenant required by conditions of this Agreement to be performed or complied with and performed by the Buyer on at or before the Closing; and Seller shall have received a certificate of an officer of Buyer dated the Closing Date, certifying that this condition has been satisfied. (c) The Sellers No statute, rule or regulation shall have received all been enacted or promulgated by any Governmental Entity, nor shall any suit, action or proceeding have been instituted and remain pending, or have been threatened in writing and remain so by any Governmental Entity at what would otherwise be the Closing Date, which prohibits or restricts or would prohibit or restrict (if successful) the consummation of the applicable documents required to transactions contemplated hereby, and there shall be delivered by no order or injunction of a court of competent jurisdiction in effect preventing the Buyer under Article VI;consummation of the transactions contemplated hereby. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Buyer and Guarantor shall be in effect as have duly executed and delivered counterparts of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Transaction Documents to which Buyer or any Seller that would reasonably be expected to prevent the ClosingGuarantor is a party.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller to effect the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is transactions contemplated by this Agreement are subject to the satisfaction fulfillment, prior to or at the Closing, of the following conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part by the SellersSeller in writing): (a) The representations and warranties of Buyer contained herein (i) that are not qualified as to materiality shall be accurate, true and correct in all material respects on and as of the Closing of the following conditions: (a) Each of the Date, except for such representations and warranties made by the Buyer in this Agreement as of a specified date, which shall be accurate, true and correct in all material respects as of the date specified and (ii) that are qualified as to materiality shall be accurate, true and correct in all respects on and as of the Closing Date, except for such representations and warranties made as of a specified date, which shall be accurate, true and correct in all respects as of the Closing Date as though such representations date specified; and warranties were made on and as Seller shall have received a certificate of an officer of Buyer dated the Closing Date (except to the extent such representations and warranties relate to a specific dateDate, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies certifying that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;condition has been satisfied. (b) The Buyer shall have performed or and complied in all material respects with each obligation all the terms, provisions and covenant required by conditions of this Agreement to be performed or complied with and performed by the Buyer on at or before the Closing; and Seller shall have received a certificate of an officer of Buyer dated the Closing Date, certifying that this condition has been satisfied. (c) The Sellers No statute, rule or regulation shall have received all been enacted or promulgated by any Governmental Entity, nor shall any suit, action or proceeding have been instituted and remain pending, or have been threatened in writing and remain so by any Governmental Entity at what would otherwise be the Closing Date, which prohibits or restricts or would prohibit or restrict (if successful) the consummation of the applicable documents required to transactions contemplated hereby, and there shall be delivered by no Order in effect preventing the Buyer under Article VI;consummation of the transactions contemplated hereby. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteBuyer shall have delivered to Seller the Purchase Price, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as duly executed counterparts of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any Transaction Documents to which Buyer is a party and such other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingdocuments and deliveries as set forth in Section 2.9.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer be performed on the Closing Date is shall be subject to the satisfaction (or waiver by the Sellers) as of prior to or at the Closing of each of the following conditions: (a) Each of Purchaser shall have delivered to Sellers the Purchase Prices for the Shares to be sold by Sellers by wire transfer in immediately available funds pursuant to Section 1.2 hereof and the Residual Seller Share Certificates. (b) The representations and warranties made by the Buyer set forth in this Agreement Section 3.2 hereof shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and Purchaser shall have delivered to Sellers a certificate dated as of the Closing Date (except and signed by an executive officer of Purchaser to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;effect. (bc) The Buyer Purchaser shall have performed or and complied in with all material respects with each obligation and covenant agreements required by this Agreement to be performed or complied with by the Buyer it on or before prior to the Closing. (cd) The Sellers All consents, authorizations, orders and approvals of, filings or registrations with and the expiration of all waiting periods imposed by, any third Person, including any Governmental Authority, which are required for or in connection with the execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the Share Purchase contemplated hereby shall have received all of the applicable documents required been obtained or made, in form and substance reasonably satisfactory to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteSeller, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction and shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andfull force and effect. (e) No action, suit or other proceeding action shall have been commenced against Buyer taken or threatened, and no law shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Seller Governmental Authority that would reasonably be expected (i) make the consummation of the transaction contemplated hereby illegal or substantially delay the consummation of any material aspect of the transaction contemplated hereby, or (ii) render the Purchaser unable to prevent consummate the Closingtransaction contemplated hereby.

Conditions Precedent to Seller’s Obligations. The obligation of Seller to sell the Sellers Acquired Assets and the Assumed Liabilities to Buyer and to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Sellers) as of the Closing of each of the following conditions, which such conditions may be waived only by Seller in its sole discretion: (a) Each of the representations and warranties of Buyer made by the Buyer in this Agreement shall be have been true and correct in all respects as of the date hereof and shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such that those representations and warranties relate to which address matters as of or for a specific date, in which case, such representations and warranties particular date or time period shall be remain so true and correct in all respects only as of such specific datedate or for such time period), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation of the covenants, agreements and covenant required by obligations of Buyer contained in this Agreement required to be performed or complied with by the Buyer it on or before prior to the Closing.Closing Date (with any materiality qualifiers already set forth in such covenants, agreements and obligations removed for purposes of this Section 6.2(b) so that only one materiality qualifier applies for purposes of this Section 6.2(b)); (c) The Sellers Xxxxx shall have delivered to Seller a certificate to be dated the Closing Date and signed by an authorized officer of Buyer stating that each of the conditions set forth in Section 6.2(a) and Section 6.2(b) has been satisfied as of the Closing Date; (d) Seller shall have received all of the applicable documents required deliveries of Buyer pursuant to be delivered by the Buyer under Article VISection 1.7(b); (de) No Proceeding has been commenced against Buyer or Seller that would prevent the Closing; (f) No injunction or restraining order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated shall have been issued by any Governmental Authority of competent jurisdiction shall Entity, and be in effect as of the Closing that effect, which restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction transactions contemplated hereby; and (eg) No actionAll applicable waiting periods under the HSR Act shall have expired or terminated and all other actions by or in respect of, suit or other proceeding filings with, any Governmental Entity under the HSR Act, required to permit the consummation of the transactions contemplated hereby shall have been commenced against Buyer taken, made or any Seller obtained, or, if an antitrust agency indicates that would reasonably be expected to prevent it has not completed its investigation at the Closingend of a waiting period, a formal indication by such antitrust agency that the clearance process has been completed.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer transactions contemplated by this Agreement are, at the option of the Transferred Assets to the Buyer on the Closing Date is Seller, subject to the satisfaction (following conditions precedent that, at or waiver by the Sellers) as of the Closing of the following conditionsbefore Closing: (a) The Buyer Regulatory Approvals shall have been made or obtained and shall remain in full force and effect, and all statutory waiting periods applicable to the transactions contemplated hereby shall have expired or terminated; (b) Buyer shall have duly and timely performed its covenants and agreements required by this Agreement to be performed on or prior to the Closing Date in all material respects; (c) Each of the representations and warranties made by the of Buyer contained or referred to in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all respects as of material respects, in each case, at the Closing Date as though such representations and warranties were made on and as of at the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as speak of such specific an earlier date); (d) No Governmental Entity of competent jurisdiction shall have enacted, except for breaches issued, promulgated, enforced or inaccuracies that entered any Legal Requirement or Order (whether temporary, preliminary or permanent), which is in effect and which prohibits or makes illegal, or materially restricts, the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement; (e) No Legal Proceedings shall have been instituted against Buyer or Seller where the determination of liability against such party would not reasonably be expected to have a Material Adverse Effect or a material and adverse effect on the Buyer or impair or delay the ability of the Buyer such party to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Agreement; and (bf) The Buyer There shall have performed or complied in all material respects with each obligation and covenant required by this Agreement been delivered to be performed or complied with by the Buyer on or before the Closing. Seller a certificate confirming items (ca)-(c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteabove, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect dated as of the Closing that restrains or prohibits the transfer Date, and signed on behalf of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingby its Chief Executive Officer.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date close under this Agreement is subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditionsconditions unless waived in writing by Seller: (a) Each of the 1. The representations and warranties made by the Buyer in this Agreement Purchaser herein shall be true and correct in all material respects as of the Closing Date Date, as though such representations and warranties were restated and made on at and as of the Closing Date (except to Date; 2. Seller and Purchaser shall have entered into the extent such representations and warranties relate to a specific dateJoint Marketing Agreement; 3. No claim, in action, suit proceeding or governmental investigation shall have been threatened or instituted challenging the validity of this Agreement or the series of transactions contemplated hereby which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not could reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability transactions contemplated hereby and no order of the Buyer any court shall have been entered which reasonably could be expected to consummate have a material adverse effect on the transactions contemplated by this Agreement hereby; 4. All applicable waiting periods (and extensions thereof), if any, with respect to any application filed with the OCC in connection with the transactions contemplated hereby or under the Closing Documents Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation been terminated and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers Seller and Purchaser shall have received all of the applicable documents required other necessary permits or consents; 5. All pre-Closing covenants, obligations and other matters to be delivered by performed on the Buyer under Article VIpart of Purchaser shall have been fulfilled; (d) No order or injunction of 6. Purchaser shall have paid to Seller any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated amount due by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyPurchaser pursuant to Section VIII.A.; and (e) No action7. The sale of the Assets to be Sold shall not violate any applicable statute, suit rule or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent regulation in effect on the ClosingClosing Date.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the All representations and warranties made by the Buyer of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations when made and warranties were shall be deemed to have been made on again at and as of the Closing Date (except to the extent such representations Closing, and warranties relate to a specific date, in which case, such representations and warranties shall then be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;respects. (b) The Buyer There shall not have performed or complied been any breach in all any material respects with each obligation respect by Purchaser of any of its covenants, agreements and covenant obligations required by the terms of this Agreement to be performed or complied with by the Buyer on Purchaser at or before the Closing. (c) The Sellers There shall have received all of the applicable documents required to be delivered to Seller a certificate executed by the Buyer under Article VI;chief executive officer and chief financial officer of Purchaser, dated the Closing Date, certifying that the conditions set forth in paragraphs (a) and (b) of this Section 12 have been fulfilled. (d) No order or injunction The consummation of the transactions contemplated hereby shall not have been enjoined by any court or administrative agency federal, state or governmental agency, including, without limitation, the Department of competent jurisdiction nor any statuteJustice, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets Federal Trade Commission or the consummation of any other transaction contemplated hereby; andSEC. (e) No action, suit or other proceeding Purchaser shall have been commenced against Buyer or any filed all reports and satisfied all requests for additional information pursuant to Hart-Xxxxx xxx all applicable waiting periods shall have expired. (f) The shareholders of Seller that would reasonably be expected shall have approved the transactions contemplated hereby in accordance with applicable law and with the articles of incorporation and by-laws of Seller. (g) The banks under the Credit Agreement shall have consented to prevent the Closingtransactions contemplated hereby. (h) Seller shall have received the opinion of Milbank, Tweed, Hadlxx & XcClxx, xxecial counsel to Purchaser, substantially in the form of Exhibit G.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller under this Agreement to proceed with the Sellers to consummate Closing are subject, at the transfer option of the Transferred Assets Seller, to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditionsconditions at or prior to the Closing: (a) Each of the representations and warranties made by the of Buyer contained in this Agreement Agreement, and/or any certificate delivered at the Closing pursuant to this Agreement, shall be true and correct in all material respects as when made, and shall also be true and correct in all material respects at the time of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date)at that time, except for breaches changes permitted by this Agreement; (b) each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by Buyer at or inaccuracies that would not reasonably be expected prior to the Closing shall have a material adverse been duly and properly complied with and performed; (c) the waiting period under the HSR Act shall have expired or been terminated; (d) no Governmental Authority shall have issued, enforced or entered any injunction or other order which is in effect on and has the Buyer or impair or delay the ability effect of the Buyer to consummate making the transactions contemplated by this Agreement or the Closing Documents illegal or otherwise perform its obligations under this Agreement restraining or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the prohibiting consummation of any other transaction contemplated herebysuch transactions; and (e) No actionthere shall be delivered to Seller an opinion of counsel to Buyer, suit or other proceeding dated as of the Closing Date, substantially in the form of Exhibit 2.5(e) hereto. (f) there shall be delivered to the Company a certificate of Buyer executed as of the Closing Date that the conditions set forth in subsections (a) and (b) of this Section 2.5 have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingfulfilled.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing Date of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct when made and true and correct in all material respects (unless already subject to a materiality qualifier, in which case it shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except unless such representation or warranty is expressly made as to the extent such representations and warranties relate to matters only as of a specific date, in which case, such representations and warranties case it shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or which prohibits the transfer of the Transferred Assets Assets. (d) Seller or Escrow Agent shall have received all of the consummation of any other transaction contemplated hereby; anddocuments required to be delivered by Buyer under Section 7.1. (e) No action, suit Seller or other proceeding Escrow Agent shall have been commenced against received the Purchase Price Balance in accordance with Section 2.1(e) and all other amounts due to Seller hereunder. If any of the above conditions precedent are not satisfied on or prior to Closing then, subject to Seller’s right under Article XIV, Seller shall have the right to waive such failed condition or terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer or and neither party shall have any Seller obligations hereunder other than those that would reasonably be expected to prevent the Closingexpressly survive such termination.

Conditions Precedent to Seller’s Obligations. The Seller’s obligation to close the transactions set forth in this Agreement are conditioned upon the satisfaction of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) following conditions as of the Closing of the following conditionsDate: (a) Each of the Purchaser’s representations and warranties made by the Buyer set forth in this Agreement shall continue to be true and correct accurate in all respects material respects. (b) Purchaser shall have performed all of its obligations under this Agreement in all material respects. (c) Hilton shall have waived in writing its existing right to purchase the Property as set forth in the Existing Franchise Agreement and Purchaser shall as of the Closing have either (i) obtained Hilton’s consent to the assumption by Purchaser of, and assumed, the Existing Franchise Agreement, or (ii) entered into a franchise or license agreement with Hilton with respect to the Hotel, in either case on terms satisfactory to Purchaser in Purchaser’s sole and absolute discretion. The conditions precedent set forth in this Section 5.07 are solely for the benefit of Seller and may be waived only by Seller, which waiver may be granted or withheld by Seller in its sole and absolute discretion. Without limiting and without prejudice to any of Seller’s other rights or remedies under this Agreement in the event any such failure of condition is the result of or arises out of Purchaser’s default under this Agreement, if any condition precedent to Seller’s obligation to close the transactions set forth in this Agreement has not been satisfied as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific dateor waived by Seller, in which case, such representations and warranties then Seller shall be true entitled in its sole and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected absolute discretion to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by terminate this Agreement by giving Purchaser and Escrow Agent written notice to such effect, whereupon Escrow Agent shall return the Deposit to Purchaser and the parties shall thereafter have no further rights or the Closing Documents or otherwise perform its obligations liabilities under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the ClosingAgreement. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing Date of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent unless such representations representation or warranty is made on and warranties relate to as of a specific date, in which case, such representations and warranties case it shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of any of the Transferred Assets or the consummation of any other transaction contemplated hereby; andAssets. (ed) No Unless based on an executed written agreement related to the sale of the Properties to which any of the Sellers or any of their Affiliates is a party, no order has been issued by a court of competent jurisdiction relating to an action, suit or other proceeding brought by a Person (other than Sellers or an Affiliate thereof) that enjoins the transfer of the Assets. (e) Sellers shall have been commenced against received all of the documents required to be delivered by Buyer or any Seller that would reasonably be expected under Section 6.1. (f) Sellers shall have received the Purchase Price in accordance with Section 2.2 and all other amounts due to prevent the ClosingSellers hereunder.

Conditions Precedent to Seller’s Obligations. The Sellers’ obligation of the Sellers to consummate the transfer of the Transferred Assets deliver title to the Buyer on the Closing Date is Properties shall be subject to compliance by Buyer with the satisfaction (or waiver by the Sellers) following conditions precedent on and as of the Closing date of the following conditionsClosing: (a) Each Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 4 hereof; (b) The representations and warranties made by the of Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of Closing Date as though if such representations and warranties were made on at and as of the Closing Date (except to the extent such representations Closing, and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by the Buyer on prior to or before at the Closing.; (c) The Sellers As to each Encumbered Property, Lender shall have received all given approval of the applicable documents required to be delivered by Loan Assumption on the Buyer under Article VI;terms described in Section 3(b) hereof; and (d) No order or injunction If required under the terms of any court or administrative agency of competent jurisdiction nor any statuteGround Lease, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction the Ground Lessor shall be have consented in effect as writing to the Seller’s assignment of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyGround Lease to Buyer; and (e) No actionIf required under the terms of any PILOT Agreement, suit or other proceeding the government agency thereunder shall have been commenced against Buyer or any Seller that would reasonably be expected consented in writing to prevent the ClosingSeller’s assignment of the PILOT Agreement to Buyer.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of Closing and otherwise cause the Transferred Assets transactions contemplated by this Agreement to the Buyer on the Closing Date is be consummated are subject to the satisfaction (satisfaction, at or waiver by prior to the Sellers) as Closing, of the Closing each of the following conditions:conditions (to the extent noncompliance is not waived in writing by Seller): (a) Each of the representations and warranties made by of Buyer shall have been accurate in all material respects as of the Buyer in date of this Agreement and shall be true and correct accurate in all material respects as of the Closing Date as though such representations and warranties were if made on and as of the Closing Date (except to for any representation or warranty made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the extent accuracy of such representations and warranties relate to a specific dateas of the foregoing dates, in which case, all materiality qualifications limiting the scope of such representations and warranties shall be true disregarded. (b) All of the covenants and correct obligations in this Agreement that Buyer is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all respects material respects. (c) Seller shall have received the Assignment and Assumption Agreements duly executed by Buyer, dated as of the Closing Date. (d) Seller shall have received the Seller IP Assignment duly executed by Buyer, dated as of the Closing Date. (e) Buyer shall have secured all necessary corporate and other approvals authorizing the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby, including without limitation the NYSE Amex Approval. (f) No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction or other Governmental Entity and remain in effect, and there shall not be any Law enacted or deemed applicable to the transactions contemplated by this Agreement that makes the consummation of the transactions contemplated by this Agreement illegal. (g) Since the date of this Agreement, there shall not have occurred any Buyer Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Buyer Material Adverse Effect. (h) There shall not be pending or threatened any Action, and neither Buyer nor Seller shall have received any communication from any Person in which such specific date), except for breaches Person indicates a material likelihood of commencing any Action or inaccuracies taking any other action that if adversely determined would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Material Adverse Effect. (bi) The Seller shall have received a certificate executed by an executive officer of Buyer confirming that the conditions set forth in Sections 5.2(a), 5.2(b), 5.2(e), 5.2(f) and 5.2(g) have been duly satisfied. (j) Buyer shall have performed or complied delivered to Seller each of the Closing Warrants in all material respects accordance with each obligation Section 1.5 and covenant required by this Agreement to be performed or complied with by shall have delivered the Buyer on or before Closing Shares into the ClosingHoldback Account. (ck) The Sellers Buyer shall have received all duly executed and delivered the Securities Purchase Agreement to the purchaser parties thereto and Buyer shall have issued to such purchaser parties the Common Stock of Buyer issuable thereunder. (l) Buyer shall have duly executed and delivered to Seller the applicable documents required Registration Rights Agreement. (m) Buyer shall have made offers to hire the employees listed on Schedule 5.2(m). Any agreement or document to be delivered by to Seller pursuant to this Section 5.2, the Buyer under Article VI; (d) No order or injunction form of any court or administrative agency of competent jurisdiction nor any statutewhich is not attached to this Agreement as an exhibit, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would form and substance reasonably be expected satisfactory to prevent the ClosingSeller.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date transactions provided for in this Agreement is subject to the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions on or before the Closing, any of which may be waived by Seller in its sole discretion: (a) Each of the The representations and warranties made by the Buyer in this Agreement Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though such representations and warranties were had been made on and as of the Closing Date (except to the extent that such representations and warranties relate to may be untrue or incorrect as a specific date, in which case, such representations and warranties shall be true and correct in all respects as result of such specific date), except for breaches actions or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated expressly permitted by this Agreement or actions or transactions of Buyer made with the prior written consent of Seller) and Seller shall have received a certificate dated as of the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date, executed by a duly authorized officer of Buyer, to such effect. (b) The Buyer shall have duly performed or complied in all material respects with each obligation all of the covenants, agreements and covenant required by conditions contained in this Agreement to be performed or complied with satisfied by the Buyer on or before the ClosingClosing Date, and Seller shall have received a certificate dated as of the Closing Date, executed by a duly authorized officer of Buyer, to such effect. (c) The Sellers shall have received all Each of the applicable documents required conditions set forth in Article VI of the Merger Agreement or any equivalent provisions of a Successor Merger Agreement (other than conditions which, by their nature, are to be delivered satisfied at the closing of the transactions contemplated by the Buyer under Article VI; (d) No order Merger Agreement or injunction of any court or administrative agency of competent jurisdiction nor any statutea Successor Merger Agreement), rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer satisfied or any Seller that would reasonably be expected to prevent the Closingwaived.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is Seller are subject to the satisfaction (satisfaction, on or waiver by before the Sellers) as Closing Date, of the Closing conditions set out below. The benefit of the following conditions:these conditions is for Seller only and may be waived by Seller in writing at any time in its sole discretion. (a) Each of the The representations and warranties made by the of Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were date when made on and as of the Closing Date Date, as though made at that time, and Buyer shall have received certificates attesting thereto signed by duly authorized officers of Buyer. (except b) Buyer shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement and Seller shall have received certificates of duly authorized officers of Buyer to such effect. (c) Buyer shall have obtained all consents which are required for the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability consummation of the purchase, sale and transfer contemplated by this Agreement. (d) Seller shall have received the closing deliveries set forth in Section 5.2. (e) There shall not have been issued and be in effect any judgment or order of any court or tribunal of competent jurisdiction which makes the sale by Seller of the Purchased Assets to Buyer to consummate illegal as a result of the transactions contemplated hereby. (f) All legal and corporate proceedings in connection with the transactions contemplated by this Agreement or shall be in form and substance reasonably satisfactory to Seller and the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation counsel to Seller, and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers Seller shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order such counterpart originals or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit certified or other copies of such documents and proceeding shall have been commenced against Buyer or any in connection with such transactions as Seller that would reasonably be expected request, in form and substance as to prevent the Closingcertification and otherwise reasonably satisfactory to Seller and its counsel.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets relevant portion of the Asset to the Buyer on the relevant Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the relevant Closing of the following conditions; provided that the condition shall be deemed satisfied if it has been satisfied as of the relevant Closing Date with respect to the portion of the Asset to be transferred on such Closing Date: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby; and. (ed) No action, suit or other proceeding shall be pending which shall have been commenced against Buyer brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Asset or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby. (e) The Seller that would reasonably shall have received all of the documents required to be expected delivered by the Buyer under Article VI. (f) The Seller shall have received the relevant portion of the Purchase Price in accordance with subsection 2.2(b) and all other amounts due to prevent the ClosingSeller hereunder.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller: (a) Each of the The representations and warranties made by the of Buyer contained in this Agreement, any Collateral Agreement or in any schedule, exhibit, certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects (except for representations and warranties that are subject to a materiality qualification, which representations and warranties as so qualified shall be true and correct in all respects) at and as of the Closing Date Date, as though such representations and warranties were made on at and as of the Closing Date (Date, except to the extent that such representations and warranties relate to are made as of a specific specified date, in which case, case such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or in all material respects all obligations and agreements and complied in all material respects with each obligation and covenant all covenants required by this Agreement to be performed or complied with by the Buyer on it prior to or before at the Closing, including executing the Collateral Agreements. (c) The Sellers Buyer shall have received all of executed and delivered to Seller the applicable documents required to be delivered by the Buyer under Article VI;Technology License Agreement. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Buyer shall be in effect as of have executed and delivered to Seller the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andTransition Services Agreement. (e) No action, suit or other proceeding Buyer shall have been commenced against executed and delivered the Escrow Agreement. (f) Seller shall have received the Buyer or any Seller that would reasonably be expected to prevent the ClosingLegal Opinion.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is Seller are subject to the satisfaction (satisfaction, on or waiver by before the Sellers) as Closing Date, of the Closing conditions set out below. The benefit of the following conditions:these conditions is for Seller only and may be waived by Seller in writing at any time in its sole discretion. (a) Each of the The representations and warranties made by the of Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were date when made on and as of the Closing Date Date, as though made at that time, and Buyer shall have received certificates attesting thereto signed by duly authorized officers of Buyer. (except b) Buyer shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement and Seller shall have received certificates of duly authorized officers of Buyer to such effect. (c) Buyer shall have obtained all consents which are required for the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability consummation of the purchase, sale and transfer contemplated by this Agreement. (d) Seller shall have received the closing deliveries set forth in Section 5.2. (e) There shall not have been issued and be in effect any judgment or order of any court or tribunal of competent jurisdiction which makes the sale by Seller of the Purchased Assets to Buyer to consummate illegal as a result of the transactions contemplated hereby. (f) All legal and corporate proceedings in connection with the transactions contemplated by this Agreement or shall be in form and substance reasonably satisfactory to Seller and the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation counsel to Seller, and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers Seller shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order such counterpart originals or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit certified or other copies of such documents and proceeding shall have been commenced against Buyer or any in connection with such transactions as Seller that would reasonably be expected request, in form and substance as to prevent the Closingcertification and otherwise reasonably satisfactory to Seller and its counsel.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller under this Agreement to consummate the transfer sale of the Transferred Assets to the Buyer on the Closing Date is Assigned Interests are subject to the satisfaction (or written waiver by the Sellers) as Seller of the Closing each of the following conditionsconditions or requirements on or before the Closing Date: (ai) Each of the Purchaser’s warranties and representations and warranties made by the Buyer in under this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation when made and covenant required by this Agreement to at Closing, and Purchaser shall not be performed or complied with by the Buyer on or before the Closingin default hereunder. (cii) The Sellers obligations of Purchaser contained in this Agreement shall have been performed in material respects. (iii) Seller shall have received all of the applicable required documents required for Closing as set forth in Section 5(d) in form reasonably satisfactory to be delivered by the Buyer under Article VI;Seller. (div) Seller shall have received the Purchase Price in accordance with Section 1(c)(ii) and all other amounts due to Seller hereunder. (v) No order or injunction of any court or administrative agency of competent jurisdiction nor any order, statute, rule, regulation regulation, executive order, injunction, stay, decree or executive restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Authority court of competent jurisdiction shall be in effect as of the Closing or Governmental Authority or regulatory authority or instrumentality that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction of the transactions contemplated hereby; andherein, and no litigation or governmental proceeding seeking such an order shall be pending. (evi) No action, suit or other proceeding shall be pending which shall have been commenced against Buyer brought by any person that is not a Seller or Affiliate of Seller to restrain, prohibit or change in any Seller that would reasonably be expected material respect the transactions contemplated under this Agreement. (vii) Subject to prevent Section 5(e), Lender shall have approved the ClosingTransfer to Purchaser and assignment and assumption of the Assumption Indebtedness.

Conditions Precedent to Seller’s Obligations. The Seller's obligation to make the deliveries of the Sellers to consummate the transfer of the Transferred Assets to the Buyer Seller set forth in Section 3 on the Closing Date is shall be subject to the satisfaction (or waiver by the Sellers) as Seller of the Closing each of the following conditions: (a) Each all of the representations and warranties made by the of Buyer contained in this Agreement Section 6 shall continue to be true and correct in all respects as of the Closing Date as though such representations in all material respects, all covenants and warranties were made obligations to be performed by Buyer on and as of or prior to the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct have been performed in all respects as of such specific date)material respects, except for breaches or inaccuracies that would not reasonably be expected and Buyer shall have certified the foregoing to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing DocumentsSeller in writing; (b) The Buyer shall have performed or complied in all material respects with executed and delivered to Seller the Assignment Agreement and each obligation and covenant required other document reasonably requested by this Agreement Seller pursuant to be performed or complied with by the Buyer on or before the Closing.Section 1.3; (c) The Sellers Seller shall have received all of the applicable documents required to be delivered by the Buyer under Article VItotal Purchase Price; (d) No order Buyer shall have delivered to Seller appropriate evidence of all necessary corporate action by Buyer in connection with the transactions contemplated herein, including, without limitation: (i) certified copies of resolutions duly adopted by Buyer's directors approving the transactions contemplated herein and authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ii) a certificate as to the incumbency of officers of Buyer executing this Agreement and any instrument or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be other document delivered in effect as of connection with the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction transactions contemplated herebyherein; and (e) No action, suit or other proceeding Seller shall have been commenced against Buyer or determined that it will not incur any Seller that would reasonably be expected to prevent liability under the ClosingWorker Adjustment and Retraining Notification Act in connection with the consummation of this transaction.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers -------------------------------------------- Seller hereunder to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Seller in its sole discretion by written notice to Purchaser at or prior to the Closing Date: (a) Each Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable in the amount and in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to Section 5.2 hereof; (c) Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and (d) All representations and warranties made by the Buyer of Purchaser as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of the Closing Date (except to the extent Closing, provided that solely for purposes of this subparagraph such warranties and representations and warranties relate to a specific date, in which case, such representations and warranties shall be true deemed to be given without being limited to Purchaser's knowledge and correct without modification (by update or otherwise, as provided in all respects as of such specific dateSection 5.2(d) hereof), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (be) The Buyer NY Life Consents shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer been obtained on or before the prior to Closing. (cf) The Sellers shall have received all An estoppel from the Department of Transportation of the applicable documents required State of Georgia regarding the various agreements and right-of-way deeds with and to be delivered by the Buyer under Article VI; (d) No order or injunction Department of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding Transportation shall have been commenced against Buyer obtained at or any Seller that would reasonably be expected prior to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers to consummate the transfer of the Transferred Assets Seller under this Agreement are subject to the Buyer fulfillment, prior to or on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as Date, of the Closing each of the following conditions, any one or more of which Seller may in its sole discretion waive in whole or in part: (a) Each of Seller shall not have discovered any material error, misstatement or omission in the representations and warranties made herein by the Buyer. (b) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were deemed to have been made on again at and as of the Closing Date and shall then be true in all material respects (except to the extent that such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as may reflect the consummation of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the any transactions contemplated by this Agreement or the Closing Documents consented to or otherwise perform its obligations under this Agreement or the Closing Documents; (bapproved in writing by Seller) The and Buyer shall have performed or and complied in with all material respects with each obligation of the terms, agreements, covenants and covenant conditions required by this Agreement to be performed or and complied with by Buyer prior to or on the Buyer on or before the ClosingClosing Date. (c) The Sellers No suit, action or other proceeding shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order been instituted or injunction of threatened before any court or administrative agency of competent jurisdiction nor any statute, rule, regulation other governmental body or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains public authority to restrain or prohibits the transfer of the Transferred Assets or prohibit the consummation of the transactions contemplated herein or to obtain damages or other relief in connection with this Agreement, and on or before the Closing Date, any other transaction public authority that is required or requested to rule upon any transactions contemplated hereby; and (e) herein shall have so ruled favorably in writing. No claim, action, suit or other proceeding shall have been commenced be pending against Buyer or any against Seller that which, if adversely determined, would reasonably prevent or hinder the consummation of the transactions contemplated hereby or result in the payment of damages as a result of such transactions. (d) Seller shall have obtained all consents of third parties and Governmental Agencies and all licenses, permits and governmental approvals necessary or appropriate to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer. (e) The validity and adequacy of all proceedings of Buyer in authorizing and approving this Agreement and the agreements, documents and instruments contemplated hereby shall have been approved by Seller and counsel for Seller. (f) Seller shall have received the items to be expected delivered at Closing by Buyer pursuant to prevent the terms of this Agreement, including pursuant to Section 3.4 of this Agreement. In the event the foregoing conditions are not satisfied or waived by Seller prior to the Closing, Seller shall have the right to terminate this Agreement and, in the event of such termination, Seller and Buyer shall be relieved of all obligations hereunder.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller to sell the Sellers to Purchased Assets and otherwise consummate the transfer of the Transferred Assets transactions to the Buyer on be performed by it in connection with the Closing Date is subject to the satisfaction (satisfaction, at or waiver by prior to the Sellers) as Closing, of all of the Closing conditions set forth in this Section 7.2. Seller may waive any or all of these conditions (except the following conditions:condition set forth in Section 7.2(f)) in whole or in part without prior notice. (a) Each of the The representations and warranties made by the Buyer Purchaser contained in this Agreement Sections 4.1(a), 4.2 and 4.3(a) shall be true and correct in all respects as of the Closing Date as though such representations when made and warranties were made on and as of the Closing Date (except to in all respects, and the extent such representations and warranties relate to a specific date, by Purchaser in which case, such representations and warranties the remaining sections of Article 4 shall be true and correct when made and on and as of the Effective Date. (b) Purchaser shall have performed and complied in all material respects as its covenants, agreements and obligations specifically set forth in Section 5.8, provided Purchaser's actions under Section 5.8 shall not constitute a condition precedent to the Seller's or Seller's Shareholder's obligation to consummate the transactions herein on the account of the actual content, or changes, which are made by Purchaser to such specific date)schedules. Notwithstanding the foregoing, except for breaches the obligations described in Section 2.7 and 6.9, failure of Purchaser, AISI or inaccuracies that would not the Majority Shareholders to perform, comply with or satisfy any of its covenants, agreements and obligations specifically set forth in any other Section of this Agreement shall be deemed to be a condition to Closing if such failure to perform, comply with or satisfy such covenant, agreement or obligation could reasonably be expected to have a material adverse effect on result in claims for indemnification by Seller or Seller's Shareholder under Section 8.2(b) in excess of $5,000,000.00 in the Buyer aggregate. (c) No action, suit or impair proceeding shall be pending or delay threatened before any Authority wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the ability consummation of any of the Buyer to consummate transactions contemplated by this Agreement; or (ii) cause any of the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closingrescinded following consummation. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteSeller shall have received a certificate from Purchaser, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect dated as of the Closing Date, certifying that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andconditions specified in Sections 7.2(a)-(c) above have been satisfied. (e) No actionPurchaser shall have taken all actions required under, suit and shall have procured all third party consents contemplated by, Section 4.2 above, and all applicable waiting periods (including any extensions thereof) under the HSR Act shall have expired or other proceeding otherwise been terminated and all objections of the States to the transactions contemplated herein shall have been commenced against Buyer resolved to the satisfaction of Seller and Seller's Shareholder. (f) Seller, Seller's Shareholder and Sequoia shall have consummated the sale of the Op-Scan Assets to Sequoia in accordance with the terms of the Sequoia Agreement. (g) Seller and Sequoia shall have executed and delivered the Operating Agreement dated as of the Closing Date. (i) Seller and Sequoia shall have executed and delivered the Sales Representative Agreement dated as of the Effective Date. (j) The Majority Stockholders shall have contributed capital to Purchaser as contemplated in Section 6.9. (k) Purchaser's primary lender shall have entered into a subordination agreement with Seller containing the material terms contemplated in Section 6.12 above. (l) Seller shall have received from counsel to Purchaser an opinion in form and substance as set forth in Exhibit 7.2(l) hereto addressed to Seller and dated as of the Effective Date. (m) Seller shall have received a Certificate of good standing or any existence, as applicable, of the Purchaser, dated not more than seven (7) days prior to the Closing Date. (n) Seller that would reasonably be expected to prevent shall have received the ClosingNote and the Collateral Agreements duly executed by Purchaser.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer transactions contemplated hereby on the Closing Date is is, at the option of Seller, subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the of Buyer contained in this Agreement Section 6 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties were the same had been made on and as of the Closing Date Date. (except to b) No order of any court or other governmental or regulatory body restraining, prohibiting or enjoining the extent such representations and warranties relate to a specific date, in which case, such representations and warranties consummation of the transactions contemplated hereby shall be true and correct in all respects as of such specific date), except for breaches effect or inaccuracies that would not reasonably be expected to threatened or sought by any governmental or regulatory body. (c) Seller shall have a material adverse effect on the Buyer or impair or delay the ability received each of the Buyer to consummate certificates, documents, agreements and other instruments set forth in Section 10(d) hereof. (d) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental or regulatory body necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;been obtained. (be) The Buyer shall have performed or complied obtained, in form and substance reasonably satisfactory to Seller, all material respects with each obligation and covenant required by this Agreement consents to be performed or complied with the transactions contemplated hereby, including those listed on Exhibit C. (f) The transactions contemplated by the Buyer on or before U.S. Asset Purchase Agreement shall have closed concurrently with the Closing. (cg) The Sellers Closing Date shall have received all of the applicable documents required occurred on or prior to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteJanuary 25, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing2007.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets Property to the Buyer on the Scheduled Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.; (c) The Sellers Buyer shall have received delivered all of the applicable documents required to be delivered by the Buyer under Article VI;Section 6.1; and (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Property or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date close under this Agreement is subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditionsconditions unless waived in writing by Seller: (a) Each of the 1. The representations and warranties made by the Buyer in this Agreement Purchaser herein shall be true and correct in all material respects as of the Closing Date Date, as though such representations and warranties were restated and made on at and as of the Closing Date (except to Date; 2. Seller and Purchaser shall have entered into the extent such representations and warranties relate to a specific dateJoint Marketing Agreement; 3. No claim, in action, suit proceeding or governmental investigation shall have been threatened or instituted challenging the validity of this Agreement or the series of transactions contemplated hereby which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not could reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability transactions contemplated hereby and no order of the Buyer any court shall have been entered which reasonably could be expected to consummate have a material adverse effect on the transactions contemplated by this Agreement hereby; 4. All applicable waiting periods (and extensions thereof), if any, with respect to any application filed with the OCC or under the Closing Documents Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation been terminated and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers Seller and Purchaser shall have received all of the applicable documents required other necessary permits or consents; 5. All pre-Closing covenants, obligations and other matters to be delivered by performed on the Buyer under Article VI; (d) No order or injunction part of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding Purchaser shall have been commenced against Buyer fulfilled; 6. The sale of the Assets to be Sold shall not violate any applicable statute, rule or regulation in effect on the Closing Date; 7. Purchaser shall have paid to Seller any Seller that would reasonably be expected amount due by Purchaser pursuant to prevent the Closing.Section VIII.A.

Conditions Precedent to Seller’s Obligations. The obligation All obligations of Seller hereunder are subject, at the Sellers to consummate the transfer option of the Transferred Assets Seller, to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as fulfillment of the Closing each of the following conditionsconditions on or prior to the Closing Date, and Purchaser shall exert its best efforts to cause each such condition to be so fulfilled: (a) Each of the 7.2.1 All representations and warranties made by the Buyer of Purchaser contained herein or in this Agreement any document delivered pursuant hereto shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were when made on and as of the Closing Date; 7.2.2 All covenants, agreements and obligations required by the terms of this Agreement to be performed by Purchaser on or before the Closing Date (except to the extent such representations shall have been duly and warranties relate to a specific date, properly performed in which case, such representations and warranties all material respects; 7.2.3 There shall be true delivered to Seller a certificate executed by an officer and correct attested to by the Secretary or an Assistant Secretary of Purchaser, dated the Closing Date, certifying that the conditions set forth in all respects as of such specific date)Section 7.2.1 and 7.2.2 hereof have been fulfilled; 7.2.4 Purchaser shall have paid the Purchase Price to Seller in accordance with Section 2.1 hereof; 7.2.5 The applicable waiting period under the HSR Act and any foreign governmental regulations shall have expired or been terminated; 7.2.6 The requisite consents, except if any, for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability transfer of the Buyer Stock to consummate Purchaser by Seller shall have been obtained; 7.2.7 No order of any court or Governmental authority shall have been entered that enjoins, restrains or prohibits this Agreement or the consummation of the transactions contemplated by this Agreement Agreement. No governmental action shall be pending or the Closing Documents threatened that seeks to enjoin, restrain, prohibit or otherwise perform its obligations under obtain damages with respect to this Agreement or the Closing Documentscomplete consummation of the transactions contemplated by this Agreement. No governmental investigation shall be pending or threatened that might result in any such order, suit, action or proceeding; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers 7.2.8 Seller shall have received all of the applicable documents required to be delivered by the Buyer under Article VIa fairness opinion from Xxxxxxx Xxxxx; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding 7.2.9 Purchaser shall have been commenced against Buyer or any Seller that would reasonably be expected executed and delivered the Covenant Not to prevent Compete, the ClosingTransitional Services Agreement, the Supply Agreement, the Trademark License Agreement, the Sublease and the Cross-License Agreement referenced in this Agreement.

Conditions Precedent to Seller’s Obligations. The obligation following conditions must be satisfied not later than the Closing Date or such other period of the Sellers time as may be specified below and, as such, are conditions precedent to Seller’s obligations to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions transaction contemplated by this Agreement in accordance with the terms of this Agreement: 6.2.1 Buyer will have duly performed each and every agreement to be performed by Buyer hereunder in all material respects. 6.2.2 Buyer shall have delivered to Escrow Holder the items described in Section 5.2. 6.2.3 Buyer has closed the RFMS PSA (or shall close the RFMS PSA contemporaneously with the closing of this Agreement) and shall hold title to the RFMS Parcels. 6.2.4 The incentive agreement between Buyer, Seller, and Xxxxx County, Nevada shall have been entered between those parties. 6.2.5 Seller warrants that as of Closing Documents there exist no pending or otherwise threatened actions, suits, arbitrations, claims, proceedings, insolvency or other proceedings pending or threatened against Buyer by any third party that would materially and adversely affect Buyer’s ability to perform its obligations under this Agreement or Agreement. 6.2.6 As of the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with Closing, if requested by the Buyer on Seller, Escrow Holder will issue, or before will have irrevocably committed to issue, a Lender’s Policy (along with endorsements reasonably requested by Seller in accordance with the Closing. (cterms of this Agreement) to Seller. Seller shall solely pay for any title policy for its benefit. The Sellers shall have received conditions set forth in this Section 6.2 are solely for the benefit of Seller and may be waived only by Seller. At all of times, Seller has the applicable documents required right to be delivered by the Buyer under Article VI; (d) No order waive any such condition. Such waiver or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall waivers must be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected writing to prevent the ClosingBuyer.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the SellersSeller) as of the Closing Date of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct when made and true and correct in all material respects (unless already subject to a materiality qualifier, in which case it shall be true and correct in all respects) as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except unless such representation or warranty is expressly made as to the extent such representations and warranties relate to matters only as of a specific date, in which case, such representations and warranties case it shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Assets. (d) Seller or Escrow Agent shall have received all of the consummation of any other transaction contemplated hereby; anddocuments required to be delivered by Buyer under Section 7.1. (e) No action, suit Seller or other proceeding Escrow Agent shall have been commenced against received the Purchase Price Balance in accordance with Section 2.1(e) and all other amounts due to Seller hereunder. If any of the above conditions precedent are not satisfied on or prior to Closing then, subject to Seller’s right under Article XIV, Seller shall have the right to waive such failed condition or terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer or and neither party shall have any Seller obligations hereunder other than those that would reasonably be expected to prevent the Closingexpressly survive such termination.

Conditions Precedent to Seller’s Obligations. The obligation All obligations of Seller at the Closing are subject, at the option of Seller, to the fulfillment of each of the Sellers following conditions at or prior to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject (any one or more of which may be waived by Seller), and Purchaser shall exert its reasonable commercial efforts to the satisfaction (or waiver by the Sellers) cause each such condition to be so fulfilled as of soon as reasonably possible but no later than the Closing of the following conditionsDate: (a) Each of the All representations and warranties made by the Buyer of Purchaser contained herein or in this Agreement any document delivered pursuant hereto qualified as to materiality shall be true and correct in all respects respects, and those not so qualified shall be true and correct in all material respects, as of the date when made and as of the Closing Date Date, as though such representations and warranties were made on at and as of the Closing Date Date; provided, however, that disclosures may be amended or supplemented to reflect events and circumstances that occur between the date of this Agreement and the Closing Date. (except b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by Purchaser at or before the extent such representations Closing shall have been duly and warranties relate to a specific date, in which case, such representations and warranties properly performed. (c) There shall be true and correct in all respects delivered to Seller a certificate executed by an executive officer of Purchaser dated as of such specific date)the Closing Date, except for breaches or inaccuracies that would not reasonably be expected satisfactory in form and substance to Seller. (d) Seller shall have a material adverse effect on the Buyer or impair or delay the ability received an opinion of legal counsel to Purchaser, dated as of the Buyer Closing Date, reasonably satisfactory in form and substance to consummate Seller. (e) All corporate and other proceedings of Purchaser in connection with the transactions contemplated by this Agreement Agreement, and all documents and instruments incident thereto shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller and its counsel shall have received all such documents and instruments, or the Closing Documents or otherwise perform its copies thereof (certified if requested) as they may reasonably request. (f) Purchaser's parent, American Buildings Company, shall have executed and delivered to Seller an unconditional guarantee of Purchaser's obligations under this Agreement or and all documents executed by Purchaser in connection herewith (including without limitation the Closing Documents; (b) The Buyer shall have performed or complied Liabilities Undertaking), reasonably satisfactory in all material respects with each obligation form and covenant required by this Agreement substance to be performed or complied with by the Buyer on or before the ClosingSeller. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. 4.5.1 The obligation Close of the Sellers to consummate the transfer of the Transferred Assets Escrow and Seller’s obligations with respect to the Buyer on the Closing Date is transactions contemplated by this Agreement are subject to the timely satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: : (ai) Each Buyer shall have duly performed in all material respects each and every covenant of the Buyer hereunder, and (ii) Buyer’s representations and warranties made by the Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were if made on and as of the Closing Date (except Date. Without limitation of the foregoing, Buyer shall have timely delivered the Purchase Price pursuant to the extent such representations provisions of Section 2 above. The Close of Escrow and warranties relate Seller’s obligations with respect to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by hereunder are also subject to and contingent upon Seller’s completion and approval (in Seller’s sole and absolute discretion) of its “know your customer” diligence regarding Buyer. In the event any of the conditions set forth in this Section 4.5.1 have not been timely satisfied, Seller may elect to either (a) terminate this Agreement by delivery of written notice to Buyer and Escrow Holder, or (b) waive the Closing Documents applicable condition(s) and proceed to the Closing. 4.5.2 If Seller terminates this Agreement pursuant to this Section 4.5, then (a) (1) Seller shall receive the Deposit, together with all interest accrued thereon (unless (i) Seller elects to terminate this Agreement solely as a result of Seller not being able to complete and approve its “know your customer” diligence regarding Buyer, and (ii) Buyer has complied with its obligations under Section 19), or otherwise perform (2) if Buyer has complied with its obligations under Section 19 and Seller nonetheless elects to terminate this Agreement solely as a result of Seller not being able to complete and approve its “know your customer” diligence regarding Buyer, then Buyer shall receive the Deposit, together with all interest accrued thereon (less the Independent Consideration) and Seller shall reimburse Buyer for Buyer’s third party actual out-of-pocket expenses (not to exceed, in the aggregate, Thirty-Five Thousand Dollars ($35,000)) incurred by Buyer and paid to Buyer’s attorney in connection with the negotiation of this Agreement and to unrelated and unaffiliated third party consultants in connection with the due diligence with regard to the Property, (b) Seller and Buyer shall each pay one-half (1/2) of any escrow cancellation fees or charges, and (c) except for Buyer’s indemnity and confidentiality obligations under this Agreement or and any other obligations which expressly survive termination of this Agreement, the Closing Documents; (b) The Buyer parties shall have performed no further rights or complied in all material respects with each obligation and covenant required by obligations to one another under this Agreement to be performed or complied with by the Buyer on or before the ClosingAgreement. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer Seller to consummate the transactions contemplated by this Agreement or are subject to the satisfaction of the following conditions as of the Closing Documents or otherwise perform its obligations under this Agreement or Date: (a) The representations and warranties set forth in Article IV hereof (other than those representations and warranties that address matters as of particular dates) shall be true and correct at and as of the Closing DocumentsDate as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of such representations and warranties to be true and correct that has not had a material adverse effect on the financial condition or operating results of Buyer taken as a whole or on the ability of Buyer to consummate the transactions contemplated hereby; (b) The Buyer shall have performed or complied in all material respects with each obligation of the covenants and covenant agreements required by this Agreement to be performed by it under this Agreement at or complied with by prior to the Closing except for any failure to perform any such covenant or agreement that has not had a material adverse effect on the financial condition or operating results of Buyer taken as a whole or on or before the Closing.ability of Buyer to consummate the transactions contemplated hereby; (c) The Sellers Buyer shall have received all delivered to the Seller each of the applicable documents required following, in form and substance reasonably satisfactory to be delivered by the Buyer under Article VI;Seller: (di) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as certified copies of the Closing that restrains resolutions duly adopted by Buyer’s board of directors (or prohibits equivalent governing body) authorizing the transfer execution, delivery and performance of this Agreement and the Transferred Assets or other agreements contemplated hereby, and the consummation of any other transaction all transactions contemplated herebyhereby and thereby; and (eii) No action(A) a certified copy of the certificate of incorporation or equivalent organizational document of Buyer and (B) a certificate of good standing or equivalent certificate from the jurisdiction in which Buyer is incorporated or formed, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent in each case, dated within 30 days of the ClosingClosing Date.

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller hereunder to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to transactions contemplated hereunder shall in all respects be conditioned upon the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsconditions prior to or simultaneously with the Closing (or at such earlier time as may be provided below), any of which may be waived by Seller in Seller's sole discretion by written notice to Purchaser at or prior to the Closing Date: (a) Each Purchaser shall have paid and Seller shall have received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, which Purchase Price shall be payable in the amount and in the manner provided for in this Agreement; it being understood and agreed for purposes of the foregoing, the payment of the Purchase Price shall be deemed to have occurred when Escrow Agent shall have confirmed receipt of all documents and funds necessary to effect the Closing in accordance with all escrow instructions provided by Seller, Purchaser, Purchaser's lender (if any), and Escrow Agent shall have been unconditionally and irrevocably authorized by all requisite parties to consummate the Closing and to initiate a wire transfer of the Purchase Price to Seller pursuant to Seller's instructions. (b) Purchaser shall have performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement; and (c) All representations and warranties made by the Buyer of Purchaser as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of the Closing Date (except to the extent Closing, provided that solely for purposes of this subparagraph such warranties and representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement deemed to be performed given without being limited to Purchaser's knowledge and without modification (by update or complied with by the Buyer on or before the Closing. (cotherwise, as provided in Section 5.2(c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyhereof); and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation Closing and all obligations of Seller pursuant to this Agreement shall be conditioned upon the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditionsfollowing: (a) Each of the All representations and warranties made by the Buyer contained in this Agreement Section 4 shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on date of this Agreement and as of the Closing Date Date; (except to b) Buyer shall have delivered the extent such representations and warranties relate to a specific date, Purchase Price recited in which case, such representations and warranties Section 2.1 hereof; (c) Buyer shall be true and correct in have performed all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all as of the applicable Closing Date, including, but not limited to delivery of all documents required to be delivered by the Buyer under Article VIset forth in Section 5.3; (d) No order or injunction Buyer shall have executed and delivered to the Seller originals of the Merger Agreement, the Management Agreement, the Employment Agreement, the Stock Pledge and Escrow Agreement, the Professional Service Provider Agreement and the Noncompetition and Nonsolicitation Agreement. In the event Seller reasonably believes prior to the Closing Date that any court or administrative agency of competent jurisdiction nor any statutethe foregoing conditions is not satisfied, rulethen Seller shall notify Buyer in writing and Buyer shall cure such to the reasonable satisfaction of Seller. If Buyer does not cure in thirty (30) days then Seller may, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction at its option, terminate this Agreement in which event Seller shall be in effect as relieved of the Closing that restrains all obligations hereunder and this Agreement shall be deemed null, void and of no force or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingeffect.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets Seller's obligations with respect to the Buyer on the Closing Date is transactions contemplated by this Agreement are subject to the timely satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: : (a) Each of the Buyer shall have duly performed its obligations hereunder in all material respects; (b) Buyer's representations and warranties made by the Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were if made on and as of the Closing Date (except Date. Without limitation of the foregoing, Buyer shall have timely delivered the Purchase Price pursuant to the extent provisions of Section 2 above. In the event of a failure of a condition set forth in this Section 4.5, Seller shall have the right to either: (i) terminate this Agreement by written notice to Escrow Holder and Buyer, or (ii) elect to close, notwithstanding the non-satisfaction of such representations and warranties relate to a specific datecondition, in which case, such representations and warranties event Seller shall be true and correct in all respects as deemed to have waived any such condition. If Seller terminates this Agreement by notice to Buyer because of the failure of such specific date)condition precedent, then Escrow Holder shall deliver the Deposit to Seller in accordance with Seller's written instructions within five (5) business days following Seller's delivery of a written termination notice to Buyer and Escrow Holder, Seller and Buyer shall each pay one-half (1/2) of any Escrow cancellation fees or charges, and except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on Buyer's indemnity and confidentiality obligations under the Buyer or impair or delay the ability Agreement which expressly survive termination of the Buyer Agreement, the parties shall have no further rights or obligations to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations one another under this Agreement or the Agreement. Closing Documents; (b) The Buyer shall have performed or complied in constitute a waiver of all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closingconditions precedent. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers Satisfaction on or -------------------------------------------- prior to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing each of the following conditionsshall be a condition precedent to the obligations of Seller to sell the Purchased Assets: (a) Each of Buyer shall have paid the Purchase Price in full as set forth in Section 3.01(a), at the Closing. (b) The representations and warranties made by the of Buyer contained in Section 4.02 and elsewhere in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations when made, and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Closing Date, and Seller shall have received a Certificate to that effect by a duly authorized officer of Buyer or impair or delay (the ability liability thereunder being solely that of Buyer and not the personal liability of the Buyer to consummate officer executing the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closingsame). (c) The Sellers There shall have received all been no uncured material breach of the applicable documents required to be delivered by the any covenant or obligation of Buyer under Article VI;this Agreement. (d) No order or injunction Buyer shall have received the suitability determination described in Section 7.01(c) and Buyer shall have complied with the other provisions of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; andSection 7.01(c). (e) No action, suit or other formal administrative proceeding shall have been commenced against Buyer and be continuing which seeks to enjoin the transactions contemplated by this Agreement. (f) If a filing under the Xxxx-Xxxxx Act is required the applicable waiting period under the Xxxx-Xxxxx Act shall have expired or any Seller that would reasonably be expected shall have been terminated and no Governmental Authority shall have taken action pursuant to the Xxxx-Xxxxx Act to prevent the Closing. (g) Buyer shall have delivered all Buyer Closing Documents required to be delivered by Buyer under Section 5.05 and elsewhere in this Agreement, in accordance with the provisions of this Agreement.

Conditions Precedent to Seller’s Obligations. The Seller’s obligation of the Sellers to consummate the transfer of the Transferred Assets deliver title to the Buyer on the Closing Date is Property shall be subject to compliance by Buyer with the satisfaction (or waiver by the Sellers) following conditions precedent on and as of the Closing date of the following conditionsClosing: (a) Each Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 4 hereof; and (b) Buyer shall deliver to Seller on or before the Closing the items required in Section 10 above (c) The representations and warranties made by the of Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of Closing Date as though if such representations and warranties were made on at and as of the Closing Date (except to the extent such representations Closing, and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Buyer Closing. In the event the conditions precedent set forth above in Section 14(a), (b) and/or (c) have not been satisfied at Closing, Seller may, in its sole discretion, elect to: (i) either terminate this Agreement in its entirety by delivering notice to Seller on or before the Closing. (c) The Sellers Closing Date, in which case, Escrow Agent shall pay the Xxxxxxx Money to Seller, and neither party shall have received all any further rights or obligations hereunder expect as expressly provided herein, or (ii) waive such non-satisfaction of such condition(s) precedent and proceed to close the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingby this Agreement.

Conditions Precedent to Seller’s Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets Property to the Buyer Purchaser on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions, provided that Sellers may waive such conditions in its sole discretion: (a) Each of the (i) The representations and warranties made by the Buyer Purchaser in this Agreement Section 3.2(a) or Section 12.1 shall be true and correct in all respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date and (except to ii) each of the extent such other representations and warranties relate to a specific date, made by Purchaser in which case, such representations and warranties this Agreement shall be true and correct when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date except (x) in all respects each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such specific date)date and (y) in the case of clause (ii) where the failure of such representations or warranties to be true and correct (without giving effect to any “materiality” qualifications set forth therein) does not, except for breaches or inaccuracies that and would not reasonably be expected to have a material adverse effect on to, individually or in the Buyer aggregate, prevent or materially impair or delay the ability of the Buyer Purchaser to consummate the transactions contemplated by this Agreement or before the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Outside Date. (b) The Buyer Purchaser shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer Purchaser on or before the ClosingClosing and which is not otherwise specifically referred to as a condition to closing in this Section 5.1. (c) The Sellers Purchaser shall have received all delivered to Sellers a certificate dated as of the applicable documents required Closing Date and signed by an executive officer of Purchaser certifying to be delivered by the Buyer under Article VI;effect that the conditions set forth in Sections 5.1(a) and 5.1(b) have been satisfied. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority Entity of competent jurisdiction (whether temporary, preliminary or permanent) shall be in effect as of the Closing that restrains or prohibits Closing, which has the transfer effect of making the purchase and sale of the Transferred Assets Property or the consummation transactions contemplated herein illegal or otherwise preventing or prohibiting the purchase and sale of any other transaction the Property or the transactions contemplated hereby; andherein or otherwise restraining, enjoining, preventing, prohibiting or making illegal the purchase and sale of the Property or the transactions contemplated herein. (e) No actionSellers shall have received all of the documents required to be delivered by Purchaser under Section 6.2. (f) Sellers shall have received the Purchase Price in accordance with Section 2.2 and all other amounts due to Sellers hereunder. (g) If Purchaser makes a Loan Assumption Election, suit or other proceeding in connection therewith either (i) the Assumed Loan Assignment Approval shall have been commenced against Buyer obtained or any Seller that would reasonably (ii) if the condition set forth in clause (i) above cannot be expected satisfied by the Closing Date, the applicable Existing Loan shall be prepaid at or prior to prevent the Closing. (h) The Required Governmental Consents listed on Schedule 1.1(l) of the Disclosure Letter to be obtained prior to Closing shall have been obtained and the Required Filings listed on Schedule 1.1(k) of the Disclosure Letter to be made prior to Closing shall have been made. Any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and any approval required under the HSR Act shall have been obtained.

Conditions Precedent to Seller’s Obligations. The obligation Unless waived by the Seller, the failure of any of the Sellers following conditions precedent to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (occur or waiver by the Sellers) be performed as of the Closing Date shall excuse performance by the Seller of the following conditions:terms of this Agreement, in which case this Agreement may be terminated by the Seller and the Xxxxxxx Money Deposit will be returned to Purchaser. (a) Each of the 9.1 All representations and warranties made by the Buyer of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as though such representations date of this Agreement and warranties were made on at and as of the Closing Date (except Date, and Purchaser shall have performed and satisfied all agreements and covenants required hereby to the extent such representations and warranties relate be performed by Purchaser prior to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer Closing Date. Purchaser shall have delivered to Seller a certificate dated the Closing Date to such effect. 9.2 No action by any governmental authority or impair other person shall have been instituted or delay threatened which questions the ability validity or legality of the Buyer to consummate the transactions contemplated by this Agreement or hereby. 9.3 [intentionally omitted] 9.4 [intentionally omitted] 9.5 All applicable waiting periods (and any extensions thereof) under the Closing Documents Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise perform its obligations under this Agreement or been terminated and the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers parties shall have received all other authorizations, consents and approvals of the applicable documents required governments and governmental agencies referred to be delivered by the Buyer under Article VI;in Section 4.3. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding 9.6 Purchaser shall have been commenced against Buyer obtained releases in favor of Seller and NRG from all obligations of Seller or any NRG which are in the nature of guaranties or letters of credit for the benefit or support of OLAC, all as reflected on Exhibit "A" hereto, or Purchaser shall have made arrangements reasonably satisfactory to Seller that would reasonably be expected to prevent the Closingindemnify, defend and hold Seller harmless from such obligations.

Conditions Precedent to Seller’s Obligations. The obligation obligations of Seller to effect the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is transactions contemplated by this Agreement are subject to the satisfaction fulfillment, prior to or at the Closing, of the following conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part by Seller in writing): (a) Other than the Sellersrepresentations and warranties contained in Sections 4.1 and 4.2, the representations and warranties of Buyer contained in this Agreement shall be true and correct (without giving effect to any "materiality" or “Material Adverse Effect” qualifiers set forth therein) as of the Closing date of this Agreement and at and as of the following conditions: (a) Each Closing Date with the same force and effect as if made at and as of the Closing Date (other than those representations and warranties made that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period), except where the failure of such representations and warranties to be true and correct (without giving effect to any "materiality" or “Material Adverse Effect” qualifiers set forth therein) would not reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the Buyer’s ability to consummate the transactions contemplated by the this Agreement. The representations and warranties of Buyer contained in this Agreement Sections 4.1 and 4.2 shall be true and correct in all respects as of the Closing Date as though such representations date of this Agreement and warranties were made on at and as of the Closing Date (except with the same force and effect as if made at and as of the Closing Date. Seller shall have received a certificate of an authorized officer of Buyer as to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as satisfaction of such specific datethis Section 5.2(a), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;. (b) The Buyer shall have performed or and complied in all material respects with each obligation all the terms, provisions and covenant required by obligations of this Agreement to be performed or complied with and performed by the Buyer on at or before the Closing; and Seller shall have received a certificate of an authorized officer of Buyer dated the Closing Date, certifying that this condition has been satisfied. (c) The Sellers applicable waiting period under the HSR Act (including any timing agreements, understandings or commitments entered into with or made to the FTC or the Antitrust Division of the DOJ to extend any waiting period or not close the transactions contemplated hereby) shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;expired or been terminated. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, rule or regulation shall have been enacted or executive order promulgated by any Governmental Authority of competent jurisdiction Entity, nor shall any Action have been instituted and remain pending, by any Governmental Entity at what would otherwise be in effect as of the Closing that restrains Date, which prohibits or prohibits the transfer of the Transferred Assets restricts or would prohibit or restrict (if successful) the consummation of any other transaction the transactions contemplated hereby; and, and there shall be no Order in effect preventing the consummation of the transactions contemplated hereby. (e) No action, suit or other proceeding Buyer shall have been commenced against delivered to Seller the Purchase Price, duly executed counterparts of the Transaction Documents to which Buyer or any is a party and such other documents and deliveries as set forth in Section 2.9. (f) With respect to each Key Executive, Buyer shall have (i) entered into a new employment agreement with the Key Executive and delivered to Seller that would reasonably be expected to prevent the Closing.Key Executive’s Release, or

Conditions Precedent to Seller’s Obligations. The obligation obligations of the Sellers Seller to consummate the transfer of the Transferred Assets to the Buyer on complete the Closing Date is hereunder are, at Seller's option, subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the All representations and warranties made by the Buyer contained in this Agreement shall be true and correct in all material respects as of and at the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;Closing. (b) The Buyer shall have performed or and complied in with all material respects with each obligation agreements, terms and covenant conditions required by this Agreement to be performed or and complied with by the Buyer on or before the Closing. (c) The Sellers Seller shall have received all an opinion of counsel from Buyer, dated the Closing date, in form and substance reasonably satisfactory to counsel for Seller, stating that: (i) Buyer is a corporation duly organized and existing in good standing under the laws of the applicable documents State of Nevada and is duly qualified to do business in the State of New York. (ii) Buyer has full power and authority to make, execute, deliver and perform this Agreement, and all corporate and other proceedings required to be delivered taken by Buyer, its directors to authorize Buyer to enter into and carry out this Agreement and the transactions contemplated hereby have been duly and properly taken, and this Agreement constitutes a valid obligation binding upon Buyer under in accordance with its terms, and that Buyer has the corporate power to conduct the type of business presently conducted by Seller relating to Seller's Assets. (iii) The execution and delivery of this Agreement, and the consummation hereof, do not conflict with, or result in breach of, or constitute a default under, the Article VI;of Incorporation or bylaws of Buyer, as amended, or any material agreement or instrument of which such counsel has knowledge and to which Buyer is a party or by which it is bound. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction Seller shall not be in effect as of the Closing that restrains bankruptcy or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closingsimilar proceedings.

Conditions Precedent to Seller’s Obligations. The obligation Unless, at the Closing, each of the Sellers following conditions is either satisfied or waived by the Seller in writing, the Seller shall not be obligated to consummate purchase the transfer Shares and shall not otherwise be obligated to effect the transactions under this Agreement: i. The representations and warranties of the Transferred Assets to Buyer set forth in Section 5.1. hereof are true, correct, complete and not misleading at the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) date of this Agreement and will be true, correct, complete and not misleading as of the Closing of the following conditions:as if each were again made at such time. (a) Each of the representations ii. JII shall have complied with and warranties made by the Buyer performed each and every covenant set forth in this Agreement to be performed by JII prior to or at the Closing. iii. No claim, investigation, proceeding or litigation, either administrative or judicial, shall be true and correct in all respects threatened or pending against JII or the Shares for the purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that this Agreement, or the consummation thereof, is improper, or that might materially or adversely affect JII or the right of JII to transfer the Shares. iv. There shall be furnished to the Seller prior to or at the Closing a certificate dated as of the Closing Date as though such representations and warranties were made on and as signed by JII to the effect that all of the Closing Date (except to the extent such representations conditions set forth in this Article VI. have been satisfied. v. All legal matters in connection with this Agreement and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteherein, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as form and substance, and all legal proceedings, and of all papers and documents used or delivered hereunder, shall be reasonably satisfactory to Xxxxx Xxxxxx, Esq., counsel for the Seller. vii. Any and all consents, approvals and authorizations that may be required for the execution and delivery of this Agreement and consummation of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction transactions contemplated hereby; and (e) No action, suit or other proceeding herein shall have been commenced against Buyer or any Seller that would reasonably be expected obtained in form and substance satisfactory to prevent the ClosingSeller.