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

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to effect the Closing are subject to the fulfillment or waiver in writing by the Seller Representative, at or prior to the Closing, of the following conditions: (a) 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 contained in Article 3 shall be true and correct in all material respects (other than such representations and warranties that are qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct in all respects) 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). (b) All of the agreements and covenants of Buyer to be performed at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects. (c) At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Representative and 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 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 effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; and (x) any other documents required to be delivered at Closing as provided in this Agreement or as reasonably requested by Seller.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to effect consummate the Closing transactions contemplated by this Agreement are subject to the fulfillment or waiver in writing by the Seller Representativefulfillment, at on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in writing by Sellers in whole or in part to the extent permitted by applicable Law): (a) The Fundamental Representations the representations and warranties of the Purchaser set forth in Article 3 VI hereof shall be true and correct in all respects at as of the Closing Date as though made on and as of the Closing Date as if made at (except for such representations and as of such time (other than those warranties made as of a specified certain date, which shall be true and correct as of such specified date as though made on and as of such date). The other ) except where the failure of such representations and or warranties of Buyer contained in Article 3 shall to be true and correct in all material respects (other than such representations and warranties that are qualified by without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect,material adverse effect” which shall set forth in such representations and warranties) has not had and would not reasonably be true expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby, and correct in all respects) 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). (b) All of the agreements and covenants of Buyer to be performed at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects. (c) At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Representative and the Seller Representative Sellers 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 of a duly signed by an 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 BuyerPurchaser, dated the Closing Date, to the effect that foregoing effect; (b) the conditions 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 the Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of the Purchaser, dated the Closing Date, to the foregoing effect; (c) the Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Sections 7.3(aSection 4.3; (d) and 7.3(b) all portions of the Purchase Price shall have been satisfieddelivered in accordance with Section 3.1; (e) the DIP Lender shall have closed the DIP Loan with an available principal balance of at 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 Chapter 11 Case and shall have funded the Sellers in accordance with the DIP Loan Agreement; and (xf) any other documents required the Purchaser shall have delivered to be delivered at Closing as provided Sellers appropriate evidence of all necessary corporate action by the Purchaser in connection with the transactions contemplated hereby, including, without limitation: (i) 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 as reasonably requested other document delivered in connection with the transactions contemplated by Sellerthis Agreement.

Conditions Precedent to the Obligations of Sellers. The obligations obligation of Sellers hereunder to effect sell the Closing are Shares is subject to the fulfillment or waiver in writing by the Seller Representativefulfillment, at or prior to before the Closing, of each of the following conditions:conditions (all or any of which may be waived in whole or in part by Sellers in their sole discretion): (a) 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 made by Buyer contained in Article 3 this Agreement, taken as a whole, shall be true and correct in all material respects (other than such representations on and warranties that are qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct in all respects) as of the Closing Date as if though made at on 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 Closing Date. (b) All of the agreements and covenants of Buyer to be performed at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Buyer at or before the Closing. (c) At There shall not be in effect on the ClosingClosing Date any writ, Buyer shall deliver (judgment, decree, injunction or cause to be delivered) to similar order of a Governmental Authority or any applicable law restraining, enjoining or otherwise prohibiting or making illegal the Seller Representative and consummation of any of the Seller Representative shall have received from Buyer:transactions contemplated by this Agreement or the other Transaction Documents. (id) the Cash Purchase Price; (ii) the Closing Equity Purchase Price; (iii) the Nonforfeitable Equity Amount; (iv) the Parent LLC AgreementAll consents, duly executed by Parent; (v) each Operating Agreement covering each license held by the applicable Seller in respect of the Businessapprovals and actions of, duly executed by Buyer; (vi) the General Conveyance Agreement filings with and Domain Name Assignment Agreement, each duly executed by Buyer; (vii) a certificate of a duly authorized officer of Buyer, dated the Closing Date, attaching notices to any Governmental Authority or other third party necessary to permit Buyer and certifying the resolutions of Buyer authorizing the execution, delivery and performance of Sellers to perform their obligations under this Agreement and each Ancillary Agreement the other Transaction Documents and to which Buyer is a party and consummate the transactions contemplated hereby and thereby; (viii) a certificate thereby shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of a duly authorized officer waiting periods imposed by any Governmental Authority necessary for the consummation of Parent, dated the Closing Date, attaching and certifying the resolutions of Parent authorizing the execution, delivery and performance of transactions contemplated by this Agreement and each Ancillary Agreement the other Transaction Documents, including under the HSR Act, shall have occurred. (e) Buyer and the Escrow Agent shall have executed and delivered to Sellers the Escrow Agreement. (f) Sellers shall have received verbal confirmation of the receipt of the Closing Cash Payment by the banks or other financial institutions to which Parent is a party the Closing Cash Payment was delivered by wire transfer. (g) Buyer shall have delivered to Sellers such other documents as Sellers may reasonably request for the purpose of (i) evidencing the accuracy of any of Buyer’s representations and warranties, (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 this Section 6.2, or (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated hereby and thereby;by this Agreement. (ixh) a certificate of a duly authorized officer of Buyer, dated the Closing Date, The waiting period applicable to the effect that consummation of the conditions set forth in Sections 7.3(a) and 7.3(b) transactions contemplated by this Agreement under the HSR Act shall have expired or been satisfied; andterminated. (xi) any other documents required to be delivered at Closing Sellers shall have received the opinion of Gallop, Xxxxxxx & Xxxxxx, X.X. in the form attached as provided in this Agreement or as reasonably requested by SellerExhibit G hereto.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers hereunder (including the obligation of Sellers to effect close the Closing transactions contemplated under this Agreement) are subject to the fulfillment or waiver in writing by the Seller Representative, at or prior to the Closing, of the following conditionsconditions precedent: (a) The Fundamental Representations set forth 11.1 All warranties and representations made by Purchaser 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 contained in Article 3 this Agreement to Sellers shall be true and correct in all material respects (other than such representations on and warranties that are qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct in all respects) as of the Closing Date with the same effect, as if such warranties and representations had been made at on and as of such time (other than those made as of a specified datethe Closing Date, which and Purchaser shall be true have performed and correct as of such specified date). (b) All of the agreements complied with all agreements, covenants and covenants of Buyer conditions on its part required to be performed at or complied with on or prior to the Closing pursuant Date; and at the Closing, Sellers shall have received a certificate executed by the general partner of Purchaser to the foregoing effects. 11.2 All proceedings to be taken in connection with the consummation of the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Sellers and their counsel, 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 no action, suit or proceeding by any other person, firm, corporation or entity, shall be pending on 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 performed successfully completed with the general partner of Purchaser having raised at least $200,000,000 and complied with in all material respectshaving an acquisition line of credit of $75,000,000. (c) At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Representative and the Seller Representative 11.5 Purchaser shall have received purchased from Buyer: General Electric Credit Corporation (i"GECC") for $115,750,000 the Cash Purchase Price; 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, Xxxxxxxx (ii"Continental Towers") the Closing Equity Purchase Price; (iii) the Nonforfeitable Equity Amount; (iv) the Parent LLC Agreement, duly executed by Parent; Continental Towers Associates - I, an Illinois limited partnership (v) each Operating Agreement covering each license held by "CTA"). Sellers shall have the applicable Seller in respect right to waive any 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 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 effect that the foregoing conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; and (x) any other documents required to be delivered at Closing as provided in this Agreement or as reasonably requested by Sellerprecedent.

Conditions Precedent to the Obligations of Sellers. The All obligations of Sellers to effect the Closing under this Agreement are subject to the fulfillment or waiver in writing by the Seller Representativefulfillment, at or prior to or as of the ClosingClosing Date, of each of the following conditions: (a) 8.1 The Fundamental Representations set forth negotiation and execution of employment agreements with Sellers on terms and conditions agreeable to the 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. 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 by Buyer contained in Article 3 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 at and as of the time of Closing Date as if though such representations and warranties were made at and as of such time (other than those made time. 8.4 Buyer shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by him prior to or at the Closing including the payment of the 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 a specified date, which office shall be true lawful and correct as proper following compliance by Acquiree of such specified date). The other representations all requirements therefor under the Securities Exchange Act of 1934. 8.6 All instruments and warranties of Buyer contained in Article 3 documents delivered to Sellers pursuant to the provisions hereof shall be true 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 correct stating that: (a) they are entitled to rely upon the letter in all material respects (other than such representations and warranties that are qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct in all respects) as selling 80% 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).Company to Buyer; and (b) All of the agreements and covenants upon receipt from Buyer a certification by a financial officer of Buyer to be performed at or prior to that there has been no material adverse change in the Closing pursuant to this Agreement shall have been duly performed and complied with change in all material respects. (c) At the Closingfinancial condition of Buyer from September 30, Buyer shall deliver (or cause to be delivered) to the Seller Representative 1996 and the Seller Representative shall have received Bank's standard form of Guarantee, the guarantees and mortgages 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 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 effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; and (x) any other documents required to Sellers will be delivered at Closing as provided in this Agreement or as reasonably requested by Sellerreleased.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to effect consummate the Closing transactions contemplated by this Agreement are subject to the fulfillment or waiver in writing by the Seller Representativefulfillment, at on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in writing by Sellers in whole or in part to the extent permitted by applicable Law): (a) The Fundamental Representations the representations and warranties of the Purchaser set forth in Article 3 VI hereof shall be true and correct in all respects at and as (in the case 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 contained in Article 3 shall be true and correct in all material respects (other than such representations and warranties that are any representation or warranty qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct ”) or in all respectsmaterial respects (in the case of any representation or warranty not qualified by “materiality” or “Material Adverse Effect”) as of the Closing Date as if though made at on and as of the Closing Date (except to the extent such time (other than those made as of a specified representations and warranties expressly relate to an earlier date, in which shall be true and correct case, as of such specified earlier date). (b) All of the agreements , and covenants of Buyer to be performed at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects. (c) At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Representative and the Seller Representative Sellers 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 of a duly signed by an 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 BuyerPurchaser, dated the Closing Date, to the effect that foregoing effect; (b) the conditions 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 the Purchaser on or prior to the Closing Date, and Sellers shall have received a certificate signed by an authorized officer of the Purchaser, dated the Closing Date, to the foregoing effect; (c) the Purchaser shall have delivered, or caused to be delivered, to Sellers (or the applicable party) all of the items set forth in Sections 7.3(aSection 4.3; (d) the Purchaser and 7.3(b) the Escrow Agent shall have been satisfiedexecuted the Adjustment Escrow Agreement; and (xe) any other documents required the Purchaser shall have delivered to be delivered at Closing as provided Sellers appropriate evidence of all necessary corporate action by the Purchaser in connection with the transactions contemplated hereby, including: (i) 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 as reasonably requested other document delivered in connection with the transactions contemplated by Sellerthis Agreement.

Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to effect the Closing are close hereunder shall be subject to the fulfillment or waiver in writing by the Seller Representativeand satisfaction, at or prior to or at the Closing, of the following conditions: (a) The Fundamental Representations set forth in Article 3 shall be true and correct in all respects at and as of conditions or the Closing Date as if made at and as of such time written waiver thereof (other than those made as of a specified date, which shall be true and correct as of such specified date)Section 7.2.3 hereof) by Sellers: 7.2.1. The other representations and warranties of Buyer Purchaser and UniTek contained in Article 3 this Agreement shall be have been true and correct in all material respects (when made and on and as of the Closing Date with the same force and effect as if made as of the Closing, other than such representations and warranties that as are qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct in all respects) as made of the Closing Date as if made at and as of such time (other than those made as of a specified another date, which shall be true the covenants and correct as of such specified date). (b) All of the agreements and covenants of Buyer contained in this Agreement to be performed at complied with by Purchaser and UniTek on or prior to the before Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects. (c) At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Representative respects and the Seller Sellers' 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 of a duly authorized officer of Buyereach UniTek Entity to such effect;. 7.2.2. Purchaser and UniTek shall have executed and delivered each of the Transaction Documents, dated 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 DateDate 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 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, attaching the Employment Agreement or the other documents contemplated hereby and certifying 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 certified copy of resolutions duly adopted by the Board of Buyer Directors of Purchaser and UniTek authorizing and approving the executionexecution and delivery of each of the Transaction Documents, delivery the Employment Agreements and performance the other documents contemplated hereby and the consummation 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 7.2.5. On or before the Closing Date, attaching the counter-parties of Pinnacle and certifying CFT listed on Schedule 7.1.11 shall have consented (verbally or in writing) to an assignment to Purchaser by Pinnacle or CFT, as applicable, of the resolutions of Parent authorizing existing contracts between such counter-parties and Pinnacle or CFT, as applicable. 7.2.6. If prior to or on the executionClosing Date UniTek is not the borrower under the UniTek Credit Facility, delivery and performance of prior to or at the Closing, UniTek shall have assigned this Agreement and each Ancillary Agreement all of the rights and obligations of Purchaser hereunder to which Parent is a party the Required Assignee and (i) such Required Assignee and the transactions contemplated hereby UniTek Borrower Sub shall have agreed to become parties to this Agreement, and thereby; such Required Assignee shall have agreed to assume the obligations of Purchaser hereunder as part of the formal documentation of assignment and assumption, and (ixii) a certificate UniTek Borrower Sub and UniTek shall have executed the Guaranty on the effective date of a duly authorized officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; and (x) any other documents required to be delivered at Closing as provided in this Agreement or as reasonably requested by Sellersuch assignment.

Conditions Precedent to the Obligations of Sellers. The obligations obligation of Sellers each Seller to effect consummate the Closing are transactions contemplated by this Agreement with respect to the Project owned by such Seller shall be subject to the fulfillment on or waiver in writing by before the Seller Representative, at or prior to the Closing, Closing Date of all of the following conditions, any or all of which may be waived by such Seller in its sole discretion: (a1) The Fundamental Representations set forth Closing Agent shall have received the Purchase Price for such Project, as adjusted as provided herein, with unconditional instructions to disburse same in Article 3 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 the manner provided for in this Agreement. (2) Purchaser shall be true and correct in have delivered to the appropriate Seller, or Seller shall have received, all respects at and as of the Closing Date as if made at 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 as 32(a) hereof; (3) All 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 the representations and warranties of Buyer Purchaser contained in Article 3 this Agreement shall be true and correct in all material respects (other than such representations and warranties that are qualified by “materiality” or “Material Adverse Effect,” which shall be true and correct in all respects) 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).Closing; (b4) All of the agreements and covenants of Buyer to be performed at or prior to the Closing pursuant to this Agreement Purchaser shall have been duly performed and complied with observed, in all material respects. (c) At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Representative all covenants and 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 of a duly authorized officer of Buyer, dated the Closing Date, attaching and certifying the resolutions of Buyer authorizing the execution, delivery and performance agreements of this Agreement to be performed and each Ancillary Agreement to which Buyer is a party and observed by Purchaser as of the transactions contemplated hereby and thereby; (viii) a certificate Date 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 effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedClosing; and (x5) Subject to the terms of Section 35 hereof, Inland Western Markham Corp., Inland Western Markham Limited Partnership, Inland Western Markham DST and Inland Western Retail Real Estate Trust, Inc. (“Guarantor”) shall have been released by AMEX Canada Inc. (“AMEX Canada”) from any other documents required obligations of such parties relating to the payment or withholding of taxes under Part XIII of the 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 no event shall the Closing be delivered at Closing as provided in this Agreement conditioned upon such parties being released from any such tax obligations or as reasonably requested by Sellerclaims arising or pertaining to the period prior to Closing.