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

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Transactions are also subject to the satisfaction, satisfaction at or prior to or on the Closing Date, Date of each of the following conditions (any or all of which may be conditions, unless waived by the Sellers Seller Representative in whole or in part to the extent permitted by applicable Law):writing: (a) each of the representations Each representation and warranties warranty of Buyer set forth contained in Article VI shall this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects respects, in each case as of the date of this Agreement and on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect Date, as though made on and as of the Closing Date such date (or such earlier date), except that other than those representations and warranties that are qualified by materialitymade as of a specific date, Material Adverse Change or similar phrase which shall be true and correct or true and correct in all respects material respects, as the case may be, as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all obligations covenants and agreements required by conditions, contained in this Agreement shall to be performed or complied with by Buyer on or it prior to or on the Closing Date; provided, that, with respect to obligations and the Sellers agreements that are qualified by materiality, Buyer shall have received performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate signed by an authorized officer of Buyercertificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the foregoing effect; fulfillment of the conditions specified in Sections 8.2(a) and (cb), and (ii) all required consents, approvals the incumbency of each Person having authority to execute and actions of, filings with deliver this Agreement and notices the Transaction Documents to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect;which Buyer is party. (d) Buyer There shall not have deliveredbeen any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or caused to be deliveredimposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, to or may prohibit or unreasonably delay the Sellers all of the items set forth in Section 4.2(b);Transactions. (e) at Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the Closingaggregate, Buyer shall have made arrangementshas had or could reasonably be expected to have, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth a Material Adverse Effect on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 consummation of the Bankruptcy Code;Transactions. (f) at Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or prior any event, change, or effect that would, individually or in the aggregate, reasonably be expected to the Closing, Buyer shall have paid the Closing Cash Payment through an advance a Material Adverse Effect on the Sale Facility;Buyer. (g) Buyer shall hold authorization have delivered to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets other documents or instruments as Sellers reasonably request and are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in reasonably necessary to consummate the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP FacilityTransactions.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):being met: (a) each Each of the representations and warranties of Buyer set forth contained in Article VI V shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date in the same language) shall be true and correct in all material respects on and as of the date hereof Closing Date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of the Closing Date (a specified date, in which case such representation or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be have been true and correct in all material respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier such specified date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (b) Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer on or prior to or at the Closing. (c) Buyer shall have delivered a certificate executed by an executive officer of Buyer dated as of the Closing Date, representing and certifying in such detail as Sellers may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Sellers or any of their Affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Sellers shall have received a certificate signed all other agreements, instruments and documents which are required by an authorized officer other terms of Buyer, dated the Closing Date, this Agreement to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body be executed or delivered by Buyer or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused party to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to or in connection with the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code;. (f) at or prior to the Closing, Buyer Sellers shall have paid received an instrument evidencing the Closing Cash Payment through an advance on assumption by Buyer of the Sale Facility;Assumed Obligations, in form and substance reasonably agreeable to Sellers. (g) Buyer If applicable, the waiting period under the HSR Act shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business;have expired or been terminated. (h) The Sellers shall not have otherwise terminated this Agreement in accordance with received all required waivers and consents under the terms of Section 12.1; and (i) Buyer Credit Facility, provided, however, Sellers shall have provided Sellers with the Sale Facility on substantially the same terms use their Reasonable Best Efforts to obtain all such waivers and conditions (including priority of liens) as the DIP Facilityconsents.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are will be subject to the satisfaction, fulfillment or waiver by a Required Consent on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) each of the representations Each and warranties every representation of Buyer set forth in Article VI shall under this Agreement will be true and correct accurate in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof when made and on will be deemed to have been made again at and as of the time of the Closing Date (or on except to the date when made in the case of any representation and warranty which specifically extent it relates to an earlier a specified date) with the same force and effect as though made on will at and as of such time of the Closing Date (or such earlier date), be true and Sellers shall have received a certificate signed accurate in all material respects except as to changes specifically contemplated by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;this Agreement. (b) Buyer shall will have performed and complied in all material respects with all obligations each and agreements every covenant, agreement, and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing. (c) No Proceeding will, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain Damages in connection with the consummation of the transactions contemplated by this Agreement. (d) All consents and approvals necessary to permit the consummation of the transactions contemplated by this Agreement will have been obtained, and, with respect to any applicable consents of Governmental Entities, no stay or appeal will have been entered and be pending. (e) The Certificate of Designation in substantially the form of Exhibit "A" shall have been duly adopted by all requisite corporate action and filed with the Secretary of State of the State of Delaware on or prior to before the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilitybeen amended or modified.

Conditions Precedent to the Obligations of Sellers. The obligations obligation of Sellers to complete the Arrangement and the transactions contemplated by the Plan of Arrangement will be subject to the satisfaction of, or waiver by Adenyo, on or before the Effective Date, of the following conditions, each of which is for the exclusive benefit of Sellers and may be waived by Adenyo at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Sellers may have: (a) each Buyer and Parent will each have complied in all material respects with its obligations, covenants and agreements in this Agreement and the Plan of Arrangement to be performed and complied with on or before the Effective Date; (b) the representations and warranties of Buyers and Parent contained in this Agreement shall be true and correct on the date of this Agreement and on the Effective Date as though made on the Effective Date (other than those representations and warranties which speak of an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except in each case for such failures to be true and correct which have not had and are not reasonably likely to have a material adverse effect on the ability of Buyers and Parent to consummate the transactions contemplated by this Agreement are subject to and the satisfaction, prior to or on the Closing Date, of each of the following conditions Transaction Documents (it being agreed that any or all of which may be waived by the Sellers “materiality” and other similar qualifications in whole or in part to the extent permitted by applicable Law): (a) each of the particular representations and warranties of Buyer set forth in Article VI shall be true and correct disregarded in all determining whether any such inaccuracies would have such a material respects on and as adverse effect for purposes of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier datethis Section 8.2(b), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) Adenyo will have received a certificate of Parent and each Buyer, signed by a senior officer of each of Parent and each Buyer and dated the Effective Date, certifying that the conditions set out in Sections 8.2(a) and 8.2(b) have been satisfied, which certificate will cease to have any force and effect after the Effective Date; (d) Adenyo will have received a certificate of Parent and each Buyer, signed by a senior officer of each of Parent and each Buyer and dated the Effective Date, certifying as complete and accurate as of the Effective Date attached copies of (i) the certificate or articles of incorporation and by-laws of each Buyer, and (ii) all required consentsrequisite actions or resolutions of the respective boards of directors, approvals and actions ofshareholders, filings with as necessary, of each of Parent and notices to any Governmental Body or any other Person set forth on Schedule 5.3(beach Buyer, as applicable, approving the execution of this Agreement, and the transactions contemplated herein; (e) Canadian Buyer and the Escrow Agent shall have been duly obtainedentered into the Escrow Agreement, made or given and such agreement shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code;; and (f) at or prior to the Closing, Buyer Buyers shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization delivered to offer telecommunications servicesAdenyo such other agreements, if requiredinstruments, certificates and documents provided for in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP FacilityAgreement.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate effect the transactions contemplated by this Agreement Closing are subject to the satisfactionfulfillment or waiver in writing by the Seller Representative, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) each The Fundamental Representations set forth in Article 3 shall be true and correct in all respects at and as of the Closing Date as if made at and as of such time (other than those made as of a specified date, which shall be true and correct as of such specified date). The other representations and warranties of Buyer set forth contained in Article VI 3 shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or other than such earlier date), except that those representations and warranties that are qualified by “materiality, ” or “Material Adverse Change or similar phrase Effect,” which shall be true and correct in all respects as of the date hereof and on and respects) as of the Closing Date (or on the date when as if made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on at and as of such time (other than those made as of a specified date, which shall be true and correct as of such specified date). (b) All of the agreements and covenants of Buyer to be performed at or prior to the Closing Date pursuant to this Agreement shall have been duly performed and complied with in all material respects. (c) At the Closing, Buyer shall deliver (or such earlier date), cause to be delivered) to the Seller Representative and Sellers the Seller Representative shall have received from Buyer: (i) the Cash Purchase Price; (ii) the Closing Equity Purchase Price; (iii) the Nonforfeitable Equity Amount; (iv) the Parent LLC Agreement, duly executed by Parent; (v) each Operating Agreement covering each license held by the applicable Seller in respect of the Business, duly executed by Buyer; (vi) the General Conveyance Agreement and Domain Name Assignment Agreement, each duly executed by Buyer; (vii) a certificate signed by an of a duly authorized officer of Buyer, dated the Closing Date, attaching and certifying the resolutions of Buyer authorizing the execution, delivery and performance of this Agreement and each Ancillary Agreement to which Buyer is a party and the transactions contemplated hereby and thereby; (viii) a certificate of a duly authorized officer of Parent, dated the Closing Date, attaching and certifying the resolutions of Parent authorizing the execution, delivery and performance of this Agreement and each Ancillary Agreement to which Parent is a party and the transactions contemplated hereby and thereby; (ix) a certificate of a duly authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to effect that the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items conditions set forth in Section 4.2(b); (eSections 7.3(a) at or prior to the Closing, Buyer shall and 7.3(b) have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1been satisfied; and (ix) Buyer shall have any other documents required to be delivered at Closing as provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) in this Agreement or as the DIP Facilityreasonably requested by Seller.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers each Seller to consummate the transactions contemplated by this Agreement Transactions are also subject to the satisfaction, satisfaction at or prior to or on the Closing Date, Date of each of the following conditions (any or all of which may be conditions, unless waived by the Sellers each Seller in whole or in part to the extent permitted by applicable Law):writing: (a) each Each representation and warranty of the representations and warranties of Buyer set forth Buyers contained in Article VI shall V of this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct and, if not so qualified, be true and correct in all material respects respects, in each case as of the date of this Agreement and on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect Date, as though made on and as of the Closing Date (or such earlier date), except that other than those representations and warranties that are qualified by materialitymade as of a specific date, Material Adverse Change or similar phrase which shall be true and correct or true and correct in all respects material respects, as the case may be, as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (b) Each Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all obligations covenants and agreements required by conditions, contained in this Agreement to be performed or complied with by Buyer on or it prior to or on the Closing Date, and the Sellers . (c) Each Buyer shall have received a certificate signed by an authorized officer of Buyerdelivered to Sellers certificates, dated the Closing Date, signed on behalf of its Chief Executive Officer certifying as to (i) the foregoing effect; fulfillment of the conditions specified in Sections 8.2(a) and (cb), and (ii) all required consents, approvals the incumbency of each officer of Fusion and actions of, filings with FBAC having authority to execute and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given deliver this Agreement and shall be in full force the agreements and effect;documents contemplated hereby and the Transactions. (d) Buyer All actions, proceedings, instruments and documents required to carry out the Transactions or those incidental hereto and all other related legal matters shall have deliveredbeen reasonably satisfactory to and approved by counsel for Sellers, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested. (e) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which (i) makes or may make this Agreement or any of the Transactions illegal, or caused imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (f) Since the date hereof, nothing shall have occurred, and no Seller shall have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be deliveredexpected to have, to a Material Adverse Effect on the Sellers all consummation of the items Transactions. (g) Buyers shall have delivered to Sellers the Purchase Price and duly executed counterparts to all documents and deliveries as set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions 3.2 of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP FacilityAgreement.

Conditions Precedent to the Obligations of Sellers. (a) The obligations of the Sellers to consummate the transactions contemplated by this Agreement Transactions to be completed on the First Closing Date are also subject to the satisfaction, satisfaction at or prior to or on the First Closing Date, Date of each of the following conditions (any or all of which may be conditions, unless waived by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the Sellers: (i) The representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase Parent contained herein shall be true and correct in all respects as of the date hereof of this Agreement and on and as of the First Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect Date, as though made on and as of the First Closing Date (or such earlier date)Date; provided that representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality, be true and Sellers shall have received a certificate signed by an authorized officer correct and, if not so qualified, be true and correct in all material respects in each case as of Buyer, dated the date of this Agreement and on and as of the First Closing Date, to as though made on and as of the foregoing effect;First Closing Date. (bii) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all obligations covenants and agreements required by conditions, contained in this Agreement to be performed or complied with by Buyer on or prior to or on the First Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (diii) Buyer shall have delivereddelivered to Sellers a certificate, dated the First Closing Date, signed on its behalf by its President and Chief Operating Officer certifying as to the fulfillment of the conditions specified in this Section 9.2(a), including, among other things, the incumbency of all individuals of Buyer having authority to execute and deliver this Agreement and the agreements and documents contemplated hereby and the Transactions to be closed on such date. (iv) All actions, proceedings, instruments and documents required to carry out the Transactions to close on such date and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for Sellers, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested. (v) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Sellers’ reasonable judgment (i) makes or may make this Agreement or any of the Transactions illegal, or caused imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions; or (iii) increases in any material respect the liabilities or obligations of Sellers arising out of this Agreement, or any of the Transactions. (vi) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or, in the reasonable judgment of Sellers, could be expected to have, a Material Adverse Effect on the Business or a Material Adverse Effect on the Transactions or Sellers’ liabilities or obligations with respect to such Transactions. (b) The obligations of the Sellers to consummate the Transactions to be delivered, completed on the Second Closing Date are also subject to the Sellers all of the items set forth in Section 4.2(b); (e) satisfaction at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions Second Closing Date of section 365 each of the Bankruptcy Code; (f) at or prior to following conditions, unless waived by each of the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; andSellers: (i) The representations and warranties of Buyer and Parent contained herein shall be true and correct in all respects as of the date of this Agreement and on and as of the Second Closing Date, as though made on and as of the Second Closing Date; provided that representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and on and as of the Second Closing Date, as though made on and as of the Second Closing Date. (ii) Buyer shall have provided performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by Buyer prior to or on the Second Closing Date. (iii) Buyer shall have delivered to Sellers a certificate, dated the Second Closing Date, signed on its behalf by its Manager certifying as to the fulfillment of the conditions specified in this Section 9.2(b), including, among other things, the incumbency of all individuals of Buyer having authority to execute and deliver this Agreement and the agreements and documents contemplated hereby and the Transactions to be closed on such date. (iv) All actions, proceedings, instruments and documents required to carry out the Transactions to close on such date and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for Sellers, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested. (v) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Sellers’ reasonable judgment (i) makes or may make this Agreement or the Sale Facility Transactions to be completed on substantially such date illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the same terms and conditions Transactions to be closed on such date; or (including priority iii) increases in any material respect the liabilities or obligations of liens) as Sellers arising out of the DIP FacilityTransactions to be completed on such date.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers hereunder (including the obligation of Sellers to consummate close the transactions contemplated by under this Agreement Agreement) are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived precedent: 11.1 All warranties and representations made by the Purchaser in this Agreement to Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force effect, as if such warranties and effect as though representations had been made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date)Date, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations agreements, covenants and agreements conditions on its part required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date; and at the Closing, and the Sellers shall have received a certificate signed executed by an authorized officer the general partner of Buyer, dated the Closing Date, Purchaser to the foregoing effect;effects. (c) 11.2 All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement, and all required consentsdocuments incident thereto, approvals shall be reasonably satisfactory in form and actions ofsubstance to Sellers and their counsel, filings and Sellers and their counsel shall have received copies of such documents as Sellers and their counsel may reasonably request in connection with said transactions. 11.3 No investigation, action, suit or proceeding by any federal, foreign or state governmental or regulatory commission, agency, body or authority, and notices to any Governmental Body no action, suit or proceeding by any other Person set forth person, firm, corporation or entity, shall be pending on Schedule 5.3(b) the Closing Date which challenges, or might result in a challenge to, this Agreement or the consummation of such sale, or which claims, or might give rise to a claim for, damages in a material amount as a result of the consummation of such sale. 11.4 The IPO shall have been duly obtained, made or given successfully completed with the general partner of Purchaser having raised at least $200,000,000 and shall be in full force and effect;having an acquisition line of credit of $75,000,000. (d) Buyer 11.5 Purchaser shall have deliveredpurchased from General Electric Credit Corporation ("GECC") for $115,750,000 the loan in the original principal amount of $152,106,073.00 made by GECC to Sellers secured by a first mortgage on Continental Towers consisting of 34 acres of land located at 0000 Xxxx Xxxx xx Xxxxxxx Xxxxxxx, or caused Xxxxxxxx ("Continental Towers") duly executed by Continental Towers Associates - I, an Illinois limited partnership ("CTA"). Sellers shall have the right to be delivered, to the Sellers all waive any of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and foregoing conditions (including priority of liens) as the DIP Facilityprecedent.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer the Purchaser set forth in Article VI hereof shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or except for such earlier date), except that those representations and warranties that are qualified by materialitymade as of a certain date, Material Adverse Change or similar phrase which shall be true and correct in all respects as of the such date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of such date) except where the Closing Date failure of such representations or warranties to be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such earlier date)representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby, and Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (b) Buyer the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer the Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b)4.3; (d) all portions of the Purchase Price shall have been delivered in accordance with Section 3.1; and (e) at or prior to the Closing, Buyer Purchaser shall have made arrangements, satisfactory delivered to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed Sellers appropriate evidence of all necessary corporate action by the Sellers and assigned to Buyer Purchaser in accordance connection with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closingtransactions contemplated hereby, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications servicesincluding, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and without limitation: (i) Buyer shall have provided Sellers certified copies of resolutions duly adopted by the Purchaser’s governing body approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by the Purchaser of this Agreement; and (ii) a certificate as to the incumbency of officers of the Purchaser executing this Agreement and any instrument or other document delivered in connection with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilitytransactions contemplated by this Agreement.

Conditions Precedent to the Obligations of Sellers. The obligations of each of the Sellers to consummate the transactions contemplated by this Agreement Transactions are also subject to the satisfaction, satisfaction at or prior to or on the Closing Date, Date of each of the following conditions (any or all of which may be conditions, unless waived by each of the Sellers in whole or in part to the extent permitted by applicable Law):Sellers: (a) each of the The representations and warranties of Buyer set forth in Article VI Purchasers contained herein shall be true and correct in In all material respects as of the date of this Agreement and on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect Date, as though made on and as of the Closing Date (or such earlier date)Date. Each other representation and warranty of Purchasers contained in this Agreement shall, except that those representations and warranties that are if specifically qualified by materiality, Material Adverse Change or similar phrase shall be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date hereof of this Agreement and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect Date, as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (b) Buyer Each of the Purchasers shall have performed in all material respects all of their respective obligations and agreements, and complied in all material respects with all obligations covenants and agreements required by conditions, contained in this Agreement to be performed or complied with by Buyer on or Purchasers prior to or on the Closing Date, and . (c) Each of the Sellers Purchasers shall have received delivered to Sellers a certificate signed by an authorized officer of Buyercertificate, dated the Closing Date, signed on behalf of its Chief Executive Officer certifying as to the foregoing effect; (c) all required consentsfulfillment of the conditions specified in this Section 8.2, approvals including, among other things, the incumbency of each officer of Fusion and actions of, filings with Newco having authority to execute and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given deliver this Agreement and shall be in full force the agreements and effect;documents contemplated hereby and the Transactions. (d) Buyer All actions, proceedings, instruments and documents required to carry out the Transactions or incidental hereto and all other related legal matters shall have deliveredbeen reasonably satisfactory to and approved by counsel for Sellers, or caused to be delivered, to the Sellers all and such counsel shall have been furnished with such certified copies of the items set forth in Section 4.2(b);such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested. (e) at There shall not have been any material statute, rule, regulation, order, judgment or prior to the Closingdecree proposed, Buyer enacted, promulgated, entered, issued, enforced or deemed appreciable by any foreign or United States federal, state or local Governmental Entity, and there shall have made arrangementsbe no action, satisfactory to the Buyer suit or proceeding pending or threatened, which, in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases Sellers' reasonable judgment (i) makes or may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 make this Agreement or any of the Bankruptcy Code;Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay Transactions; or (iii) increases in any material respect the liabilities or obligations of Sellers arising out of this Agreement, or any of the Transactions. (f) at or prior to Since the Closingdate hereof, Buyer nothing shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications servicesoccurred, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The and Sellers shall not have otherwise terminated this Agreement become aware of any circumstance, change or event having occurred prior to such date, which individually or in accordance the aggregate, has had or, in the reasonable judgment of Sellers, could be expected to have, a Fusion Material Adverse Effect or a Material Adverse Affect on the Transactions or Seller's liabilities or obligations with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilityrespect to such Transactions.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are close hereunder shall be subject to the fulfillment and satisfaction, prior to or on at the Closing DateClosing, of each of the following conditions or the written waiver thereof (any or all of which may be waived other than Section 7.2.3 hereof) by the Sellers in whole or in part to the extent permitted by applicable Law):Sellers: (a) each of the 7.2.1. The representations and warranties of Buyer set forth Purchaser and UniTek contained in Article VI this Agreement shall be have been true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though if made on and as of the Closing, other than such representations and warranties as are made of another date, the covenants and agreements contained in this Agreement to be complied with by Purchaser and UniTek on or before Closing shall have been complied with in all material respects and Sellers' Representative shall have received a certificate of a duly authorized officer of each UniTek Entity to such effect;. 7.2.2. Purchaser and UniTek shall have executed and delivered each of the Transaction Documents, Employment Agreements and other documents contemplated hereby to which they are a party, and each of the agreements and covenants of Purchaser and UniTek to be performed under this Agreement at or prior to the Closing Date (shall have been duly performed in all material respects. Escrow Agent shall have executed and delivered the Escrow Agreement. 7.2.3. No injunction or such earlier date)restraining order shall be in effect or shall have been instituted or threatened to forbid or enjoin the consummation of the transactions contemplated by the Transaction Documents, the Employment Agreement or the other documents contemplated hereby and no federal, state, provincial, county, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. 7.2.4. Sellers shall have received a certificate signed certified copy of resolutions duly adopted by an authorized officer the Board of BuyerDirectors of Purchaser and UniTek authorizing and approving the execution and delivery of each of the Transaction Documents, dated the Employment Agreements and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. 7.2.5. On or before the Closing Date, to the foregoing effect; (b) Buyer counter-parties of Pinnacle and CFT listed on Schedule 7.1.11 shall have performed consented (verbally or in writing) to an assignment to Purchaser by Pinnacle or CFT, as applicable, of the existing contracts between such counter-parties and complied in all material respects with all obligations and agreements required by Pinnacle or CFT, as applicable. 7.2.6. If prior to or on the Closing Date UniTek is not the borrower under the UniTek Credit Facility, prior to or at the Closing, UniTek shall have assigned this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior rights and obligations of Purchaser hereunder to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts Required Assignee and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer such Required Assignee and the UniTek Borrower Sub shall have provided Sellers with agreed to become parties to this Agreement, and such Required Assignee shall have agreed to assume the Sale Facility obligations of Purchaser hereunder as part of the formal documentation of assignment and assumption, and (ii) UniTek Borrower Sub and UniTek shall have executed the Guaranty on substantially the same terms and conditions (including priority effective date of liens) as the DIP Facilitysuch assignment.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):being met: (a) each of the representations Each and warranties every representation of Buyer set forth in Article VI under this Agreement shall be true and correct accurate in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof when made and on shall be deemed to have been made again at and as of the time of Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on shall at and as of the such time of Closing Date (be true and accurate in all respects except as to changes specifically contemplated by this Agreement or such earlier date), and Sellers shall have received a certificate signed consented to by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;Sellers. (b) Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing. (c) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) Sellers shall have received an opinion of counsel reasonably acceptable to Sellers dated the Closing Date covering the matters described in Exhibit 6.2(d) and in a form reasonably acceptable to Sellers. (e) The Designated Shareholders shall have executed and delivered that certain Voting Agreement substantially in the form attached as Exhibit 6.2(e) in all material respects. If any such condition on the obligations of Sellers under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or prior to before the Closing Date, and (in either case) a Seller is not in breach of its obligations hereunder in the Sellers absence of Buyer also being in breach of its obligations hereunder, this Agreement may, at the option of a Seller, be terminated, in which case the parties shall have received a certificate signed by an authorized officer of Buyer, dated no further obligations to one another hereunder (other than the Closing Date, to the foregoing effect; (c) all required consents, approvals obligations under Section 5.2 and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(bArticle XIV which will survive such termination); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by the Sellers Champion in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer the Purchaser set forth in Article VI V hereof shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or except for such earlier date), except that those representations and warranties that are qualified by materialitymade only as of a certain date, Material Adverse Change or similar phrase which shall be true and correct in all respects as of the such date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of such date) except where the Closing Date failure of such representations or warranties to be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such earlier date)representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby, and Sellers shall have received a certificate signed by an authorized officer of Buyerthe Asset Purchaser, dated the Closing Date, to the foregoing effect; (b) Buyer the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer the Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.13.3; and (id) Buyer the Purchaser shall have provided Sellers delivered all portions of the Purchase Price in accordance with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP FacilitySection 2.1.

Conditions Precedent to the Obligations of Sellers. The obligations obligation of Sellers hereunder to sell the Sellers to consummate the transactions contemplated by this Agreement are Shares is subject to the satisfactionfulfillment, prior to at or on before the Closing DateClosing, of each of the following conditions (all or any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable LawSellers in their sole discretion): (a) each of the The representations and warranties of made by Buyer set forth in Article VI this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (b) Buyer shall have performed and complied with, in all material respects with all respects, the agreements, covenants and obligations and agreements required by this Agreement to be so performed or complied with by Buyer on at or prior to before the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;Closing. (c) all required There shall not be in effect on the Closing Date any writ, judgment, decree, injunction or similar order of a Governmental Authority or any applicable law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents. (d) All consents, approvals and actions of, filings with and notices to any Governmental Body Authority or any other Person set forth on Schedule 5.3(b) third party necessary to permit Buyer and Sellers to perform their obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer , and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including under the HSR Act, shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b);occurred. (e) at or prior to Buyer and the Closing, Buyer Escrow Agent shall have made arrangements, satisfactory executed and delivered to Sellers the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code;Escrow Agreement. (f) at or prior to the Closing, Buyer Sellers shall have paid received verbal confirmation of the receipt of the Closing Cash Payment through an advance on by the Sale Facility;banks or other financial institutions to which the Closing Cash Payment was delivered by wire transfer. (g) Buyer shall hold authorization have delivered to offer telecommunications servicesSellers such other documents as Sellers may reasonably request for the purpose of (i) evidencing the accuracy of any of Buyer’s representations and warranties, if required(ii) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, (iii) evidencing the satisfaction of any condition referred to in each jurisdiction in which Sellers provide such services; orthis Section 6.2, in those States in which Non-Transferred Assets are located, Buyer shall know or (iv) otherwise facilitating the consummation or performance of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in any of the Ordinary Course of Business;transactions contemplated by this Agreement. (h) The Sellers shall not have otherwise terminated waiting period applicable to the consummation of the transactions contemplated by this Agreement in accordance with under the terms of Section 12.1; andHSR Act shall have expired or been terminated. (i) Buyer Sellers shall have provided Sellers with received the Sale Facility on substantially opinion of Gallop, Xxxxxxx & Xxxxxx, X.X. in the same terms and conditions (including priority of liens) form attached as the DIP FacilityExhibit G hereto.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):being met: (a) each of the representations Each and warranties every representation and warranty of Buyer set forth in Article VI under this Agreement shall be true and correct accurate in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof when made and on shall be deemed to have been made again at and as of the time of Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on shall at and as of the such time of Closing Date (be true and accurate in all respects except as to changes specifically contemplated by this Agreement or such earlier date), and Sellers shall have received a certificate signed consented to by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;Sellers. (b) Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer on or prior to or at the Closing. (c) The Purchase Price reduction (if any) which results from the application of Section 8 does not exceed twenty five percent (25%) percent of the Base Purchase Price (inclusive of exercised preferential purchase rights). (d) Sellers shall have been furnished with evidence reasonably satisfactory to them that Buyer shall have caused to have in effect any bonds required in connection with the ownership and operation of the Properties subsequent to the Closing, such that the bonds of Sellers presently in place may be released in the ordinary course of business. (e) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. If any such condition on the obligations of Sellers under this Agreement is not met as of the Closing Date, and or in the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated event the Closing Date, to does not occur on or before the foregoing effect; Termination Date and (cin either case) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be Sellers are not in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all breach of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions obligations hereunder in the Ordinary Course absence of Business; (h) The Sellers shall not have otherwise terminated Buyer also being in breach of its Obligations hereunder, this Agreement in accordance with may, at the terms option of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilityany Seller Group, be terminated.

Conditions Precedent to the Obligations of Sellers. The obligations Sellers' obligation to consummate or cause the consummation of the Sellers to consummate the transactions contemplated by described in this Agreement are agreement is subject to the satisfactionfulfillment, at or prior to or on the Closing Dateclosing, of each of the following conditions (any or all of which may be waived in writing by Sellers; provided, however, that the condition in subsection (f) below must be waived in writing by both the Sellers in whole or in part to and the extent permitted by applicable LawBanks): (a) each of the all representations and warranties of the Buyer set forth in Article VI under this agreement shall be true and correct in all material respects on and as of the date hereof at and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same effect as though those representations and warranties had been made at and as of that time; (b) the Buyer shall have performed and complied with all obligations, covenants and conditions required by this agreement to be performed or complied with by it prior to or at the closing; (c) the Bankruptcy Court shall have entered the Bidding Procedures Order (including approval of the Break-Up Fee and Expense Reimbursement); (d) the Bankruptcy Court shall have entered the Sale Approval Order; (e) the Bidding Procedures Order and the Sale Approval Order shall be in full force and effect as though made on and as of the Closing Date (and each such order shall not have been reversed, stayed, modified or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and amended as of the Closing Date Date; (or on f) The Banks shall have approved the date when Bidding Procedures Order and the Sale Approval Order, and no modifications shall have been made in thereto without the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as written consents of the Closing Date Banks; and (or such earlier date), and g) Sellers shall have received been furnished with a certificate signed by of an authorized officer of the Buyer, on behalf of the Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Tandycrafts, certifying to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all fulfillment of the items conditions set forth in Section 4.2(bsection 7.2(a) and (b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer the Purchaser set forth in Article VI hereof shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and or warranty which specifically relates to an earlier datequalified by “materiality” or “Material Adverse Effect”) with or in all material respects (in the same force and effect case of any representation or warranty not qualified by “materiality” or “Material Adverse Effect”) as of the Closing Date as though made on and as of the Closing Date (or except to the extent such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates expressly relate to an earlier date) with the same force and effect as though made on and , in which case, as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (b) Buyer the Purchaser shall have performed and complied in all material respects with all material obligations and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer the Purchaser shall have delivered, or caused to be delivered, to Sellers (or the Sellers applicable party) all of the items set forth in Section 4.2(b)4.3; (d) the Purchaser and the Escrow Agent shall have executed the Adjustment Escrow Agreement; and (e) at or prior to the Closing, Buyer Purchaser shall have made arrangements, satisfactory delivered to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed Sellers appropriate evidence of all necessary corporate action by the Sellers and assigned to Buyer Purchaser in accordance connection with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closingtransactions contemplated hereby, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and including: (i) Buyer shall have provided Sellers certified copies of resolutions duly adopted by the Purchaser’s board of directors approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by the Purchaser of this Agreement; and (ii) a certificate as to the incumbency of officers of the Purchaser executing this Agreement and any instrument or other document delivered in connection with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilitytransactions contemplated by this Agreement.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Closing are subject to the satisfactionsatisfaction (or to the extent permitted by Law, prior to or on written waiver by Sellers in their sole discretion), at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) each of the representations and warranties of Buyer set forth made by Purchaser in Article VI IV shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date)Date, except where the failure of such representations and warranties referred to in this Section 7.3(a) to be true and correct, individually or in the aggregate with other such failures, would not reasonably be expected to materially prevent, restrict or delay the consummation of the Transactions; provided that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall made as of a specified date need be true and correct in all material respects only as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier such date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations its covenants and agreements hereunder to the extent required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effectin all material respects; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) Purchaser shall have delivered a certificate from an authorized officer of Purchaser to the effect that each of the conditions specified in Section 7.3(a) and Section 7.3(b), has been duly obtainedsatisfied, made or given and shall be in full force and effect; (d) Buyer Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b2.4 (or tendered subject only to Closing); (ed) at or prior to the Closing, Buyer estimated Cure Costs on the Closing Date shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay not unreasonably exceed the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1Cap; and (ie) Buyer Purchaser shall have provided delivered to the Sellers certified true, correct and complete, duly executed scanned copy of Form MGT-5 (along with all necessary attachments) filed by it with the Sale Facility on substantially Indian Acquired Entity, declaring the same terms and conditions (including priority change in the beneficial interest of liens) as the DIP FacilityEquity Interests held by Tupperware Home Parties, LLC in the Acquired Entity to Purchaser.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer the Purchaser set forth in Article VI hereof shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or except for such earlier date), except that those representations and warranties that are qualified by materialitymade as of a certain date, Material Adverse Change or similar phrase which shall be true and correct in all respects as of the such date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of such date) except where the Closing Date failure of such representations or warranties to be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such earlier date)representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby, and Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (b) Buyer the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer the Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b)4.3; (d) all portions of the Purchase Price shall have been delivered in accordance with Section 3.1; and (e) at or prior to the Closing, Buyer Purchaser shall have made arrangements, satisfactory delivered to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed Sellers appropriate evidence of all necessary limited liability company action by the Sellers and assigned to Buyer Purchaser in accordance connection with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closingtransactions contemplated hereby, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications servicesincluding, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and without limitation: (i) Buyer shall have provided Sellers certified copies of resolutions duly adopted by the Purchaser’s members, board of managers or similar governing body approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by the Purchaser of this Agreement; and (ii) a certificate as to the incumbency of officers of the Purchaser executing this Agreement and any instrument or other document delivered in connection with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilitytransactions contemplated by this Agreement.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are will be subject to the satisfaction, fulfillment or waiver by a Required Consent on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) each Each and every representation of the representations and warranties of Buyer set forth in Article VI shall Buyers under this Agreement will be true and correct accurate in all material respects (without giving effect to any language therein that limits the scope of or otherwise qualifies any such representation or warranty based on any standard of materiality or any similar concept) as of the date when made and will be deemed to have been made again at and as of the date hereof time of the Closing and will at and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as such time of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct accurate in all material respects (without giving effect to any language therein that limits the scope of or otherwise qualifies any such representation or warranty based on any standard of materiality or any similar concept) except as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which to changes specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date)contemplated by this Agreement, and Sellers shall will have received a certificate signed by of an authorized executive officer of Buyer, dated the Closing Date, Buyers to the foregoing effect;. (b) Buyer shall Buyers will have performed and complied in all material respects with all obligations each and agreements every covenant, agreement, and condition required by this Agreement to be performed or complied with by Buyer on or Buyers prior to or at the Closing, and Sellers will have received a certificate of an executive officer of Buyers to the foregoing effect. (c) No Proceeding will, on the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to be pending or threatened before any Governmental Body Entity seeking to restrain, prohibit, or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be obtain Damages in full force and effect;connection with the consummation of the transactions contemplated by this Agreement. (d) Buyer shall have delivered, or caused All consents and approvals necessary to be delivered, to permit the Sellers all consummation of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed transactions contemplated by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance will have been obtained, and, with the terms respect to any applicable consents of Section 12.1; and (i) Buyer shall Governmental Entities, no stay or appeal will have provided Sellers with the Sale Facility on substantially the same terms been entered and conditions (including priority of liens) as the DIP Facilitybe pending.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate close the transactions contemplated by under this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):being met: (a) All of the representations and warranties of Buyer contained in Article V considered collectively, and each of the representations and warranties of Buyer set forth contained in Article VI V considered individually shall be true and correct in all material respects on and as of the date hereof made and as of the Closing Date as if made on or as of such date, except to the extent that any such representation or warranty (i) is made as of a specified date, in which case such representation or on the warranty shall have been true and correct in all material respects as of such specified date when made or (ii) contains an express materiality qualification, in the which case of any such representation or warranty shall have been true and warranty which specifically relates to an earlier date) with the same force and effect as though made correct in all respects on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though if made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;. (b) Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer on or prior to or at the Closing. (c) Buyer shall have delivered a certificate executed by an executive officer of Buyer dated as of the Closing Date, representing and certifying in such detail as Sellers may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No Proceeding (excluding any Proceeding initiated by Sellers or any of their Affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) Sellers shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Buyer to Sellers prior to or in connection with the Closing. (f) Sellers shall have received an instrument evidencing the assumption by Buyer of the Assumed Obligations, in form and substance reasonably agreeable to Sellers. (g) Sellers shall have received evidence of replacement bonds guarantees and letters of credit, pursuant to Section 12.10. (h) Buyer and Sellers shall have agreed to a form of Side Letter, and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all copy of the items set forth in Section 4.2(b); (e) at or prior to the Closingsame, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed executed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; andBuyer. (i) Buyer Sellers shall have provided received all required waivers and consents under the Credit Facility, provided, however, Sellers with the Sale Facility on substantially the same terms shall use their Reasonable Best Efforts to obtain all such waivers and conditions (including priority of liens) as the DIP Facilityconsents.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):being met: (a) each of the representations Each and warranties every representation of Buyer set forth in Article VI under this Agreement shall be true and correct accurate in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof when made and on shall be deemed to have been made again at and as of the time of Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on shall at and as of the such time of Closing Date (be true and accurate in all respects except as to changes specifically contemplated by this Agreement or such earlier date), and Sellers shall have received a certificate signed consented to by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;Sellers. (b) Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements required every covenant, agreement (c) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) Sellers shall have received an opinion of counsel reasonably acceptable to Sellers dated the Closing Date covering the matters described in Exhibit 6.2(d) and in a form reasonably acceptable to Sellers. (e) The Designated Shareholders shall have executed and delivered that certain Voting Agreement to be performed substantially in the form attached as Exhibit 6.2(e) in all material respects. If any such condition on the obligations of Sellers under this Agreement is not met as of the Closing Date, or complied with by Buyer in the event the Closing does not occur on or prior to before the Closing Date, and (in either case) a Seller is not in breach of its obligations hereunder in the Sellers absence of Buyer also being in breach of its obligations hereunder, this Agreement may, at the option of a Seller, be terminated, in which case the parties shall have received a certificate signed by an authorized officer of Buyer, dated no further obligations to one another hereunder (other than the Closing Date, to the foregoing effect; (c) all required consents, approvals obligations under Section 5.2 and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(bArticle XIV which will survive such termination); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):being met: (a) each of the representations Each and warranties every representation of Buyer set forth in Article VI under this Agreement shall be true and correct accurate in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof when made and on shall be deemed to have been made again at and as of the time of Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on shall at and as of the such time of Closing Date (be true and accurate in all respects except as to changes specifically contemplated by this Agreement or such earlier date), and Sellers shall have received a certificate signed consented to by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;Sellers. (b) Buyer shall have performed and complied in all material respects with all obligations (or compliance therewith shall have been waived by Sellers) each and agreements every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing. (c) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) Sellers shall have received an opinion of counsel reasonably acceptable to Sellers dated the Closing Date covering the matters described in Exhibit 6.2(d) and in a form reasonably acceptable to Sellers. If any such condition on the obligations of Sellers under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or prior to before the Closing Date, and (in either case) a Seller is not in breach of its obligations hereunder in the Sellers absence of Buyer also being in breach of its obligations hereunder, this Agreement may, at the option of a Seller, be terminated, in which case the parties shall have received a certificate signed by an authorized officer of Buyer, dated no further obligations to one another hereunder (other than the Closing Date, to the foregoing effect; (c) all required consents, approvals obligations under Section 5.2 and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(bArticle XI which will survive such termination); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions Transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions (conditions, any or all of which may be waived in writing by the Sellers in whole or in part to the extent permitted by applicable Law):their sole discretion: (a) each of the representations and warranties of Buyer set forth made by Purchaser in Article VI this Agreement or in any Ancillary Document shall be true and correct in all material respects on and respects, in each case as of the date hereof Agreement Date and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) Date, with the same force and effect as though all such representations and warranties had been made on and as of the Closing Date (or such earlier date), except that those other than representations and warranties that are qualified by materialitytheir terms address matters only as of another specified date, Material Adverse Change or similar phrase which shall be true and correct in all respects only as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier other specified date), except where the failure of such representations or warranties to be so true and Sellers shall have received correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a certificate signed by an authorized officer of Buyer, dated material adverse effect on Purchaser’s ability to consummate the Closing Date, to the foregoing effectTransactions contemplated hereby; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations obligations, covenants and agreements required by this Agreement to be performed or complied with by Buyer Purchaser on or prior to the Closing Date, including the release of the TTB Levied Funds subject to any valid and enforceable competing claim of the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, TTB senior to the foregoing effectPre-Petition Financing Obligation; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items documents set forth in Section 4.2(b)4.3 hereof; (d) Purchaser shall have acquired the Pre-Petition Financing Obligations and related Encumbrances pursuant to the Zions Note Purchase Agreement; and (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer Purchaser shall have paid timely the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP FacilityPurchaser Party Payables.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived in writing by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer the Purchaser set forth in Article VI hereof shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or except for such earlier date), except that those representations and warranties that are qualified by materialitymade as of a certain date, Material Adverse Change or similar phrase which shall be true and correct in all respects as of the such date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of such date) except where the Closing Date failure of such representations or warranties to be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such earlier date)representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby, and Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (b) Buyer the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer the Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyerthe Purchaser, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer the Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b)4.3; (d) all portions of the Purchase Price shall have been delivered in accordance with Section 3.1; (e) the DIP Lender shall have closed the DIP Loan with an available principal balance of at or prior least $10 million and the DIP Lender shall have funded to Sellers all applicable “carve out amounts” and escrows for professional fees and administrative expenses with respect to the Closing, Buyer Chapter 11 Case and shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by funded the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code;DIP Loan Agreement; and (f) at or prior to the Closing, Buyer Purchaser shall have paid delivered to Sellers appropriate evidence of all necessary corporate action by the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, Purchaser in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance connection with the terms of Section 12.1; and transactions contemplated hereby, including, without limitation: (i) Buyer shall have provided Sellers certified copies of resolutions duly adopted by the Purchaser’s governing body approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by the Purchaser of this Agreement; and (ii) a certificate as to the incumbency of officers of the Purchaser executing this Agreement and any instrument or other document delivered in connection with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilitytransactions contemplated by this Agreement.

Conditions Precedent to the Obligations of Sellers. The obligations obligation of the Sellers each Seller to consummate the transactions contemplated by this Agreement are with respect to the Project owned by such Seller shall be subject to the satisfaction, prior to fulfillment on or on before the Closing Date, Date of each all of the following conditions (conditions, any or all of which may be waived by such Seller in its sole discretion: (1) Closing Agent shall have received the Sellers Purchase Price for such Project, as adjusted as provided herein, with unconditional instructions to disburse same in whole or accordance with the agreed-upon Closing Statement (as hereinafter defined) simultaneously with Seller’s authorization to release its Deed (as hereinafter defined) for recordation, all pursuant to and payable in part the manner provided for in this Agreement. (2) Purchaser shall have delivered to the extent permitted by applicable Law):appropriate Seller, or Seller shall have received, all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Sections 7 and 32(a) hereof; (a3) each All of the representations and warranties of Buyer set forth Purchaser contained in Article VI this Agreement shall be true and correct in all material respects on and as of the date hereof and as Date of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effectClosing; (b4) Buyer Purchaser shall have performed and complied observed, in all material respects with respects, all obligations covenants and agreements required by of this Agreement to be performed or complied with and observed by Buyer on or prior Purchaser as of the Date of Closing; and (5) Subject to the Closing Dateterms of Section 35 hereof, Inland Western Markham Corp., Inland Western Markham Limited Partnership, Inland Western Markham DST and the Sellers shall have received a certificate signed by an authorized officer of BuyerInland Western Retail Real Estate Trust, dated the Closing Date, to the foregoing effect; Inc. (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b“Guarantor”) shall have been duly obtained, made or given and shall be in full force and effect; released by AMEX Canada Inc. (d“AMEX Canada”) Buyer shall have delivered, or caused to be delivered, from any obligations of such parties relating to the Sellers all payment or withholding of taxes under Part XIII of the items set forth Income Tax Act (Canada) (the “Income Tax Act”) with respect to any rents due and payable after Closing under the AMEX Canada Lease at the Markham Project pursuant to that certain Canadian Tax Monitoring and Indemnity Agreement, dated January 26, 2000, xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Corp., Inland Western Markham Limited Partnership, Inland Western Markham DST, and AMEX Canada (the “Indemnity Agreement”) or that certain Indemnification Guaranty, dated January 26, 2005, executed by Guarantor (the “Indemnification Guaranty”); provided, however, in Section 4.2(b); (e) at no event shall the Closing be conditioned upon such parties being released from any such tax obligations or claims arising or pertaining to the period prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers Each Seller's obligation to consummate the transactions contemplated by sale under this Agreement are is subject to the satisfactionfulfillment, at or prior to or on the Closing DateClosing, of each of the following conditions (any or all of which may be waived in writing by the Sellers in whole or in part to the extent permitted by applicable Lawsuch Seller): (a) each of the representations representation and warranties warranty of Buyer set forth in Article VI under this Agreement shall be true and correct in all material respects on at and as of the date hereof time of the Closing with the same effect as though each representation and warranty had been made at and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effecttime; (b) Buyer shall have performed and complied in all material respects with all obligations obligations, covenants and agreements conditions required by this Agreement to be performed or complied with by Buyer on or it prior to or at the Closing Date, and Closing; (c) there shall not be in effect an injunction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the trans- actions contemplated by this Agreement; (d) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired; (e) Sellers shall have received been furnished with a certificate signed by of an authorized executive officer of Buyer, dated the Closing Date, in form and substance satisfactory to Sellers, certifying to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all fulfillment of the items conditions set forth in Section 4.2(b); (eSections 7.2(a) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions through 7.2(d) of section 365 of the Bankruptcy Codethis Agreement; (f) at or prior Sellers and Buyer shall, in their sole and absolute discretion, have agreed to the ClosingEstimates at Completion and to the methodology of determining a reserve, Buyer shall have paid if any, for the Closing Cash Payment through an advance on purposes of the Sale Facility;valuation of the Avionics stock inventory and Avionics excess stock inventory (as such terms are defined in the Accounting Instructions (Schedule 2.3(b)-2)); and (g) Buyer Sellers shall hold authorization to offer telecommunications services, if requiredhave approved, in each jurisdiction their sole and absolute discretion, the form and substance of the guarantees, security agreement, intercreditor agreement and net worth covenants as provided in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know Section 6.3 of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP FacilityAgreement.

Conditions Precedent to the Obligations of Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Closing are subject to the satisfactionsatisfaction (or to the extent permitted by Law, prior to or on written waiver by Sellers in their sole discretion), at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law):conditions: (a) each of (i) the representations and warranties of Buyer set forth made by Purchaser in Article VI IV (in each case, other than the Purchaser Fundamental Representations), disregarding for these purposes any excepting in such representations and warranties relating to materiality, shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except (A) for those representations and warranties which address matters only as of an earlier date hereof in which case such representation or warranty shall have been true and correct as of such earlier date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates would not reasonably be expected to materially and adversely affect Purchaser’s ability to consummate the Transactions and (ii) the representations and warranties set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authorization of Agreement), and Section 4.3 (Conflicts; Consent), (collectively, the “Purchaser Fundamental Representations”) shall be true and correct in all respects as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date in which case such representation or warranty shall have been true and correct as of such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations and agreements the covenants required by this Agreement to be performed or complied with by Buyer it under this Agreement on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated Date prior to the Closing Date, to the foregoing effect;; and (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer Purchaser shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to 2.4. For the Closingavoidance of doubt, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through White Oak is an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Nonexpress third-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms party beneficiary of Section 12.1; and (i6.3(a) Buyer shall have provided Sellers with respect tot the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilityrepresentation in Section 4.9.

Conditions Precedent to the Obligations of Sellers. The All obligations of the Sellers to consummate the transactions contemplated by under this Agreement are subject to the satisfactionfulfillment, prior to or on as of the Closing Date, of each of the following conditions: 8.1 The negotiation and execution of employment agreements with Sellers on terms and conditions (any or all of which may be waived by the Sellers in whole or in part agreeable to the extent permitted by applicable Law):parties thereto providing for a term of three years with the same duties as presently held and the same base salary, benefits and mutually agreed incentive compensation based on performance measures. Said employment agreements are attached as Exhibit 11.1. (a) each 8.2 The negotiation and execution of a consulting agreement with Emxxxxx Xxxxxx xn terms and conditions agreeable to the parties thereto providing for a monthly consulting fee of $2,000 per month and a term of two years. Said consulting agreement is attached as Exhibit 11.2. 8.3 The representations and warranties of by Buyer set forth contained in Article VI this Agreement or in any certificate or document delivered to Sellers pursuant to the provisions hereof shall be true and correct in all material respects on at and as of the date hereof time of Closing as though such representations and warranties were made at and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect;time. (b) 8.4 Buyer shall have performed and complied in all material respects with all obligations covenants, agreements, and agreements conditions required by this Agreement to be performed or complied with by Buyer on or him prior to or at the Closing Date, and including the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all payment of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement Price in accordance with the terms hereof. 8.5 Sellers shall retain their current officer and director positions, and shall appoint Gaxxxxx Xxxxxxxx xs Chief Executive Officer and Director, however, to the requirement that Gaxxxxx Xxxxxxxx xhall take office, only at such time, following the Closing, as such taking of Section 12.1office shall be lawful and proper following compliance by Acquiree of all requirements therefor under the Securities Exchange Act of 1934. 8.6 All instruments and documents delivered to Sellers pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Sellers. 8.7 The Sellers have received from United National Bank (the "Bank") a letter addressed to them and stating that: (a) they are entitled to rely upon the letter in selling 80% of the Company to Buyer; and (ib) upon receipt from Buyer shall have provided a certification by a financial officer of Buyer that there has been no material adverse change in the change in the financial condition of Buyer from September 30, 1996 and the Bank's standard form of Guarantee, the guarantees and mortgages from the Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facilitywill be released.