Common use of Conditions Precedent to the Clause in Contracts

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 Seller shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date and Seller and CCI and Buyer shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for Buyer. 6.4 The representations and warranties made by Buyer and Seller in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI shall have been paid and released prior to closing. 6.6 No change in the management or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price to the Other Shareholders.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE EXCHANGE ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Effective Date: 6.1 Seller 7.1 ATNG shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Effective Date and Seller Patho and CCI and Buyer ATNG shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 7.2 This Agreement, the transactions contemplated herein shall have been duly and validly authorized, approved and adopted, at meetings of the shareholders of ATNG duly and properly called for such purpose in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for BuyerATNG and Patho. 6.4 7.5 The representations and warranties made by Buyer ATNG and Seller Patho in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Effective Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Effective Date because of (1) changes caused by transactions suggested or approved in writing by Buyer ATNG or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI Patho or ATNG during or arising after the date of this Agreement.) 6.5 All 7.6 ATNG shall have furnished Patho with: (1) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of ATNG approving this Agreement and the transactions contemplated by it and directing the submission thereof to a vote of the shareholders of ATNG; (2) a certified copy of a resolution or resolutions duly adopted by a majority of all of the classes of outstanding liabilities shares of CCI ATNG capital stock approving this Agreement and the transactions contemplated by it; (3) an agreement from each "affiliate" of ATNG as defined in the rules adopted under the Securities Act of 1933, as amended, to the effect that (a) the affiliate is familiar with SEC Rules 144 and 145; (b) none of the shares of Patho common stock will be transferred by or through the affiliate in violation of the Federal Securities Laws; (c) the affiliate will not sell or in any way reduce his risk relative to any Patho common stock received pursuant to this Agreement until such time as financial results covering at least 30 days of post-closing date combined operations shall have been paid published by Patho on SEC Form 10-Q or otherwise; and released prior (d) the affiliate acknowledges that Patho is under no obligation to closingregister the sale, transfer, or the disposition of Patho common stock by the affiliate or to take any action necessary in order to make an exemption from registration available to the affiliate, but understands that Patho will satisfy the public information requirements of Rules 144 and 145 during the three-year period following the Closing Date. 6.6 No change in (4) Each shareholder of ATNG shall sign an Exchange Agreement as contained on Schedule A. 7.7 Patho shall furnish ATNG with a certified copy of a resolution or resolutions duly adopted by the management or directors nor exercise Board of control Directors of CCI may occur until 1.1 Patho, approving this Agreement and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price to the Other Shareholderstransactions contemplated by it.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Consummation of the Exchange ------------------------------ The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 Seller 7.1 Warp and RMI shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date Date. 7.2 This Agreement and Seller the transactions contemplated herein shall have been duly and CCI validly authorized, approved and Buyer shall provide one another adopted, at the Closing with a certificate to the effect that such party has performed each meetings of the acts shareholders of Warp duly and undertakings required to be performed by it on or before properly called for such purpose in accordance with the Closing Date pursuant to the terms of this Agreementapplicable laws. 6.2 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 7.4 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for BuyerWarp and RMI. 6.4 7.5 The representations and warranties made by Buyer Warp and Seller RMI in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI shall have been paid and released prior to closing. 6.6 No change in 7.6 RMI shall furnish Warp with a certified copy of a resolution or resolutions duly adopted by the management or directors nor exercise Board of control Directors of CCI may occur until 1.1 RMI, approving this Agreement and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price to the Other Shareholderstransactions contemplated by it.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 Seller SELLERS shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date and Seller SELLERS and CCI IEI and Buyer BUYER shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for BuyerBUYER. 6.4 The representations and warranties made by Buyer BUYER and Seller SELLERS in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer BUYER or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI IEI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI IEI shall have been paid and released prior to closing. 6.6 No change in The Share Exchange Agreement between IEI and the management or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 have been completed BUYER which is currently being negotiated will close concurrently with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price to the Other Shareholdersclosing hereof.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Consummation of the Purchase ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 Seller 7.1 Psoft and PHNT shall each have performed and complied with all of its their respective obligations hereunder which that are to be complied with or performed on or before the Closing Date and Seller Psoft and CCI and Buyer PHNT shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 7.2 This Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted by Psoft and by PHNT in accordance with the applicable laws. 7.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be if decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance officers of all legal proceedings and related matters shall have been approved by counsel for Buyer. 6.4 The representations and warranties made by Buyer and Seller in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have Psoft would materially and adversely affected affect the business, assets, or financial condition position of CCI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI shall have been paid and released prior to closingPsoft. 6.6 7.4 No change in the management press release or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price public statement will be issued relating to the Other Shareholderstransactions contemplated by this Agreement without prior approval of the other party. However, either PHNT or Psoft may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement will give prior written notice to the other party and opportunity to participate in such release or statement.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Effectiveness of Sections 2.01 and 2.03. The effectiveness of Sections 2.01 and 2.03 is subject to the following are conditions precedent precedent: (a) This Agreement (including all schedules, exhibits, certificates and opinions delivered pursuant hereto) shall be in full force and effect and shall not have been terminated. (b) There shall have occurred no material adverse change in the condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, since February 26, 1994, provided, however, that without limiting the generality of the foregoing, the restructuring charge of $244,000,000 taken in the third quarter of the Borrower's 1995 fiscal year shall not be deemed to constitute a material adverse change for purposes of this Section 3.01(b). (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, other than the matters described on Schedule II hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the Agreement on or before the Closing Date: 6.1 Seller shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date and Seller and CCI and Buyer shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, and there shall have been no adverse change in the parties hereto status, or their directors financial effect on the Borrower or officersany of its Subsidiaries, have violated any applicable law or regulation or have otherwise acted improperly of the Disclosed Litigation from that described on Schedule II hereto. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated herebyhereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the parties hereto transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent that have been advised by billed (including the accrued fees and expenses of counsel thatto the Agent). (g) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the opinion Agent and (except for the Notes) in sufficient copies for each Lender: (i) the A Notes payable to the order of such counselthe Lenders, such action, suit or proceeding raises substantial questions respectively, (ii) certified copies of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out the resolutions of the Board of Directors of the Borrower approving this Agreement and the transactions contemplated hereby Notes, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Agreement and the form Notes, (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and substance true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder, (iv) a copy of a certificate of the Secretary of State of the State of Delaware (as of a date reasonably near the Effective Date) that (a) attached thereto is a true and correct copy of the Borrower's charter and each amendment thereto, (b) such amendments are the only amendments to the Borrower's charter on file in his office, (c) the Borrower has paid all legal proceedings franchise taxes to the date of such certificate and related matters shall have been approved (d) the Borrower is duly incorporated and in good standing under the laws of Delaware, (v) a certificate of the Borrower, signed by counsel its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date, certifying (a) as to the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate from the State of Delaware, (b) that attached is a true and correct copy of the by-laws of the Borrower as in effect on the Effective Date, (c) as to the due incorporation and good standing of the Borrower as a corporation organized under the laws of the state of Delaware, and the absence of any proceeding for Buyer. 6.4 The the dissolution or liquidation of the Borrower, (d) as to the truth and correctness of the representations and warranties made by Buyer and Seller contained in Section 4.01 of this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except Effective Date and (e) as to the extent absence of any event occurring and continuing, or resulting from the effectiveness of Sections 2.01 and 2.03, if any, that such representations and warranties may be untrue on constitutes a Default, (vi) a favorable opinion of Xxxxxx & Xxxxxxx, special counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request, (vii) a favorable opinion of Xxxx Xxxxxxxxx, Region Counsel of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall notBorrower, substantially in the aggregateform of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request, (viii) a favorable opinion of Shearman & Sterling, have materially and adversely affected special New York counsel to the businessAgent, assets, or financial condition of CCI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI shall have been paid and released prior to closing. 6.6 No change substantially in the management or directors nor exercise form of control Exhibit F hereto, (ix) evidence of CCI may occur until 1.1 the termination of the commitments under the Current Supervalu Credit Agreement, and 2.2 and 5.2 have been completed with deliver payment of all shares of outstanding CCI to Buyer and delivery of purchase price to amounts owing thereunder, and (x) such other approvals, opinions or documents as any Lender, through the Other ShareholdersAgent, may reasonably request.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Principal Shareholders' and the Company's Obligations to Close. The following are conditions precedent obligations of the Principal Shareholders and the Company to consummate the transactions contemplated hereby is subject to the consummation satisfaction prior to or on the Closing Date of each of the following conditions; provided, however, that the Principal Shareholders and the Company shall have the right to waive all or any part of each such condition, and to close the transactions contemplated hereby without, however, releasing Acquisition Sub from any covenant, obligation, agreement or condition contained herein or from any liability for any loss or damage sustained by the Principal Shareholders or the Company by reason of the breach by Acquisition Sub or Xybernaut of any covenant, obligation, agreement or condition contained herein, or by reason of any misrepresentation made by Acquisition Sub or Xybernaut; and provided further, however, that the participation of the Principal Shareholders and the Company in the Closing shall not in any way be deemed to be a waiver of any claim they may have hereunder for any breach of any representation, warranty, covenant or agreement: (a) The representations and warranties of Acquisition Sub and of Xybernaut contained in this Agreement on or before shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date:, with the same force and effect as if made as of the Closing Date (except that any representation and warranty that by its terms is expressly modified by "materiality," "in all material respects" or words of similar import shall be true in all respects as so modified), other than such representations and warranties as are made as of a specific date, which shall be true and correct in all material respects as of such date. 6.1 Seller shall have performed (b) The covenants and complied with all of its respective obligations hereunder which are agreements contained in this Agreement to be complied with or performed by Acquisition Sub and by Xybernaut on or before the Closing Date shall have been complied with in all material respects. (c) The form and Seller substance of all certificates, opinions, consents, instruments and CCI and Buyer shall provide one another at the Closing with a certificate other documents delivered to the effect that such party has performed Principal Shareholders under this Agreement shall be satisfactory in all reasonable respects to the Principal Shareholders and their counsel. (d) Acquisition Sub and Xybernaut shall have delivered to the Principal Shareholders each of the acts and undertakings items required to be performed by it on or before the Closing Date delivered pursuant to the terms of this AgreementSection 7.2. 6.2 (e) No action, suit or proceeding Law shall have been instituted or shall have been threatened before be in effect that prohibits any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties party hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that from consummating the transactions contemplated hereby. (f) There shall be no order, decree or injunction of a court of competent jurisdiction or other Governmental Entity that prevents the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with consummation of the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of this Agreement or Proceeding that threatens to prevent such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officerstransactions. 6.3 All actions, proceedings, instruments (g) The Company shall have received an opinion from Xxxxxx Xxxxxx LLP with respect to the due authorization by Xybernaut and documents required to carry out this Agreement and Acquisition Sub of the transactions contemplated hereby and the form and substance of all legal proceedings and related such other matters shall have been approved by counsel for Buyer. 6.4 The representations and warranties made by Buyer and Seller in this Agreement as shall be true as though such representations and warranties had been made or given on and as of mutually agreed upon by the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI during or arising after the date of this Agreementparties.) 6.5 All outstanding liabilities of CCI shall have been paid and released prior to closing. 6.6 No change in the management or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price to the Other Shareholders.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Effectiveness of the Fourth ------------------------------------------------------- Amendment. The effectiveness of the Fourth Amendment is subject to the --------- satisfaction of the following are conditions precedent precedent: (a) Before and after giving effect to the Fourth Amendment and the transactions contemplated thereby, there shall have occurred no Material Adverse Change since December 31, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document, any Fourth Amendment Document, any Related Document or the consummation of the Agreement transactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the Fourth Amendment Documents, the Parent Offering and the Parent Repurchase Tender Offer and the other transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Agents) and shall remain in effect other than such governmental or third party consents and approvals the failure to obtain which shall not (x) be materially adverse to Holdings or the Borrower, in each case together with its respective Subsidiaries, taken as a whole, (y) affect the enforceability, validity or binding effect of any of the Fourth Amendment Documents required to be executed and delivered prior to or on the Fifth Closing Date or (z) expose the Arrangers, the Agents or the Lender Parties to personal liability; and no law or regulation shall be applicable in the judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the Convertible Bond Repurchase, the Tender Offer Documents, Fourth Amendment Documents or any of the transactions contemplated thereby. (d) Nothing shall have come to the attention of the Lender Parties during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; the Parent Offering Documents shall be in form and substance satisfactory to the Agents and the Parent Offering shall have been consummated in accordance with the terms of the Parent Offering Documents; the Tender Offer Documents shall be in form and substance satisfactory to the Agents and the Parent Repurchase Tender Offer shall have been consummated in accordance with the terms of the Tender Offer Documents; the Equity Investors shall have made the Initial Pre-Funded Equity Contribution and the Borrower shall have prepaid at least $30,000,000 of the Working Capital Advances outstanding on the Fifth Closing Date with the proceeds of the Initial Pre-Funded Equity Contribution; and the Permitted Fees shall not have exceeded $8,000,000. (e) The Borrower shall have paid all accrued fees of the Existing Lenders and the Lender Parties and all accrued fees and expenses of the Agents and the Arrangers (including the accrued fees and expenses of counsel to the Agents and the Arrangers and local counsel to, and of other experts and advisors retained by, the Agents for the Lender Parties). (f) The Administrative Agent shall have received on or before the Fifth Closing Date, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agents the following (unless otherwise specified) and (except for the Working Capital Notes) in sufficient copies for each Lender Party: 6.1 Seller shall have performed (i) Certified copies of the resolutions of the Board of Directors of the Borrower and complied each other Loan Party approving this Agreement, each other Fourth Amendment Document to which it is or is to be a party and, in the case of Parent, certified copies of the resolutions of the Board of Directors of Parent approving the Convertible Bond Repurchase and the Tender Offer Documents and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with all respect to the Convertible Bond Repurchase, the Tender Offer Documents, this Agreement and each other Fourth Amendment Document. (A) In the case of Parent and the Borrower, a copy of a certificate of the Secretary of State of the jurisdiction of its respective obligations hereunder which incorporation, dated reasonably near the Fifth Closing Date, listing the charter of each such entity and each amendment thereto on file in his office and certifying that (1) such amendments are the only amendments to be complied with or performed such entity's charter on or before file in his office, (2) each such entity has paid all franchise taxes to the date of such certificate and (3) each such entity is duly incorporated and in good standing under the laws of the jurisdiction of its incorporation and (B) in the case of each other Loan Party, a copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Fifth Closing Date, certifying that (1) such Loan Party has paid all franchise taxes to the date of such certificate and (2) such Loan Party is duly incorporated and in good standing under the laws of the jurisdiction of its incorporation. (iii) Schedule IV and revised Schedules 4.01(a), 4.01(b), 4.01(d), 4.01(m), 4.01(s), 4.01(bb), 4.01(cc), 4.01(dd), 4.01(ii), 4.01(jj), 4.01(kk), 4.01(ll) and 4.01(nn) supplementing such Schedules delivered on the First Closing Date and Seller and CCI and Buyer shall provide one another at in order to properly reflect the Closing with information contained in such Schedules as of March 31, 1999. (iv) A copy of a certificate to of the effect Secretary of State or Commonwealth, as the case may be, of the State of New York and the Commonwealth of Virginia, dated reasonably near the Fifth Closing Date, stating that such party has performed each of the acts Borrower and undertakings the other Loan Parties that own property or conduct business in such State or Commonwealth, to the extent requested by the Administrative Agent, (A) are duly qualified and in good standing as foreign corporations in such State or Commonwealth and (B) have filed all annual reports required to be performed filed to the date of such certificate. (v) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by it on its President or before a Vice President and its Secretary or any Assistant Secretary, dated the Fifth Closing Date pursuant to (the terms of this Agreement. 6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or statements made in which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for Buyer. 6.4 The representations and warranties made by Buyer and Seller in this Agreement certificate shall be true as though such representations and warranties had been made or given on and as of the Fifth Closing Date), except certifying as to (A) the absence of any amendments to the extent that charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(p)(iii) or 3.05(f)(iii), as applicable, (B) the absence of any amendments to the bylaws of the Borrower or such other Loan Party delivered pursuant to Section 3.01(p)(v), (C) the due incorporation and good standing of the Borrower and such other Loan Party as a corporation organized under the laws of the state of its incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth of the representations and warranties may be untrue contained in the Loan Documents as though made on and as of the Fifth Closing Date because and (E) the absence of any event occurring and continuing, or resulting from the consummation of the Convertible Bond Repurchase or the other transactions contemplated by the Loan Documents, that constitutes a Default. (1vi) changes caused A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign the Fourth Amendment, the Working Capital Notes and each other Fourth Amendment Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vii) With respect to each state in which Mortgages have been filed, to the extent requested by the Administrative Agent, either: (A) A letter of local counsel in each state in which Mortgages have been filed (such local counsel to be acceptable to the Administrative Agent) to the effect that, under the law of such state and assuming that, after giving effect to the Fourth Amendment and the transactions suggested contemplated thereby, so long as (i) the aggregate principal amount of Obligations secured by the Mortgages has not been increased, and (ii) the latest Termination Date for the Facilities has not been extended, no amendment to any Mortgage filed in such state shall be required to perfect and maintain the validity, effectiveness and priority of such Mortgage and the Mortgage liens and security interests created thereunder, or (B) amendments to the Mortgages in form and substance satisfactory to the Collateral Agent and covering the properties located in such state, duly executed by the appropriate Loan Party. (viii) Duly executed financing statements and amendments to the financing statements referred to in Section 3.01(p)(vii)(B), to be filed in all jurisdictions that the Collateral Agent may deem necessary or approved desirable in writing by Buyer or order to preserve and protect the first priority liens and security interests created under the Collateral Documents. (2ix) events or changes (which shall notA favorable opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Loan Parties, in substantially the aggregate, have materially form of Exhibit R hereto and adversely affected as to such other matters as any Lender Party through the business, assets, or financial condition of CCI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI shall have been paid and released prior to closingAdministrative Agent may reasonably request. 6.6 No change (x) A favorable opinion of local counsel in the management or directors nor exercise Commonwealth of control of CCI may occur until 1.1 Virginia in form and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price substance satisfactory to the Other ShareholdersAdministrative Agent and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xi) A favorable opinion of Shearman & Sterling, counsel for the Arrangers and the Agents, in form and substance satisfactory to the Arrangers and the Agents.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Consummation of the Purchase ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 Seller The EPI and PHNT shall each have performed and complied with all of its their respective obligations hereunder which that are to be complied with or performed on or before the Closing Date and Seller EPI and CCI and Buyer PHNT shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 This Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted by EPI and by PHNT in accordance with the applicable laws. 6.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be if decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance officers of all legal proceedings and related matters shall have been approved by counsel for Buyer. 6.4 The representations and warranties made by Buyer and Seller in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have EPI would materially and adversely affected affect the business, assets, or financial condition position of CCI during EPI. 6.4 No press release or arising after public statement will be issued relating to the date transactions contemplated by this Agreement without prior approval of this Agreementthe other party. However, either PHNT or EPI may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement will give prior written notice to the other party and opportunity to participate in such release or statement.) 6.5 All outstanding liabilities material employees of CCI shall have been paid EPI will sign employment contracts with PHNT and released prior PHNT has the right to closingdetermine which employees is material. 6.6 No change in the management or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI to Buyer and delivery of purchase price to the Other Shareholders.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Consummation of the Purchase ---------------------------- The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 Seller 7.1 Sellers and CWI shall have performed and complied with all of its their respective obligations hereunder which are to be complied with or performed on or before the Closing Date and Seller and CCI and Buyer shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this AgreementDate. 6.2 7.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for Buyer. 6.4 7.3 The representations and warranties made by Buyer Sellers and Seller CWI in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by Buyer or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI during or arising after the date of this AgreementBuyer.) 6.5 7.4 All outstanding liabilities of CCI CWI shall have been paid and or released at or prior to closing, and will be documented by a summary list of all debts and payables to be noted as paid or released at closing. The sole liability as of date hereof is a Promissory Note payable to Kingsley Capital, Inc. in the amount of $200,000. 6.6 No change 7.5 Sellers sxxxx xxxiver the Purchased Shares to Buyer in the management or name of the Buyer and shall deliver the Options to Buyer to be cancelled. 7.6 Sellers and CWI will have caused each CWI officer and director to deliver releases to CWI stating that CWI does not owe any amounts to such officers and directors nor exercise and releases CWI from any of control their officers and directors past liability effective as of CCI may occur until 1.1 their resignation date. Each CWI director will also provide resignation letters to become effective after the 10th day after the Schedule 14F-1 has been mailed to shareholders (except for Dr. Jones whose resignation as (a) an officer will become effective xxxx xxx earlier of (i) the SEC stating that it has no further comments on CWI's prior periodic reports and 2.2 (ii) CWI amending its annual report on Form 10-KSB for the year ended July 31, 2004, and, if required, quarterly reports on Form 10-QSB for the quarterly periods ended October 31, 2004 and 5.2 have been completed with deliver January 31, 2005 in which she has signed as CWI's CEO and CFO and (b) a director will become effective on October 30, 2005). 7.7 CWI will provide to Buyer an opinion of all counsel addressed to CWI stating that the spin-off of shares of outstanding CCI Kingsley Capital CWI shareholders was effected in accordance witx Xxxxxa law and was exempt from Federal and state securities registration. 7.8 Kingsley Capital will enter into an indemnity agreement with CWX xxxxxxifying and holding CWI harmless for any claims made against CWI related to any CWI assets and liabilities transferred to Kingsley Capital. 7.9 Seller shall have delivered to an escrow xxxxx mutually agreeable to both Sellers and Buyer and delivery 1,302,322 shares of purchase price common stock of CWI to be held in escrow for a period of 180 days in order to protect Buyer from any misrepresentation or omission. In the Other Shareholdersevent of any such misrepresentation or omission, Buyer may offset any damages by seeking the escrow shares, but seeking such escrow shares for damages shall not be Buyer's sole remedy.

Conditions Precedent to the. CONSUMMATION OF THE PURCHASE Buyer Group's Obligations to Close. The following are conditions precedent to the consummation obligations of the Agreement on or before the Closing Date: 6.1 Seller shall have performed and complied with all of its respective obligations hereunder which are Buyer Group to be complied with or performed on or before the Closing Date and Seller and CCI and Buyer shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and consummate the transactions contemplated hereby and shall be subject to the form and substance satisfaction or written waiver by each member of all legal proceedings and related matters shall have been approved by counsel for Buyer.the Buyer Group, at or prior to the Closing, of the following conditions: 6.4 The (a) the representations and warranties made by Buyer of the Company and Seller the Shareholders contained in this Agreement shall be true and correct in all material respects as though such representations of the date made and warranties had been as of the Closing Date as if made or given on and as of the Closing Date, except ; (b) the Company and the Shareholders shall have performed in all material respects each of their obligations under this Agreement (including delivery of the items and performance of the actions required as specified in Section 8.2) required to be performed by them at or prior to the extent Closing pursuant to the terms hereof; (c) any waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated; (d) the Company shall have obtained the consents set forth on Schedule 7.2(d); (e) the Company shall have delivered to the Buyer Group a fully executed Shareholders' Consent; (f) no Litigation shall have been commenced or threatened, and no investigation by any Government Entity shall have been commenced, against Buyer Group, Company, or Shareholder or any of the affiliates, officers or directors of any of them, with respect to the transactions contemplated hereby; (g) the Company shall have delivered to the Buyer Group a written release from each party, other than the Company, to each Contract (i) either set forth on Schedule 3.23 or (ii) of the type described in Section 3.23(b) to which the Company has been a party during the six months prior to the date hereof, in each case terminating such Contract and releasing the Company from all obligations under such Contract and certifying that all amounts owed to such representations and warranties may be untrue on and party by the Company under such Contract have been paid in full; (h) the Company shall have delivered to the Buyer Group a list of all checks received by a Company branch office from customers of the Company which as of the Closing Date because of have not yet been deposited in a Company Bank Account (1the "Branch Check List") changes caused by transactions suggested or approved and the Branch Check List shall be true and correct in writing by Buyer or all respects; (2i) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of CCI during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of CCI Company shall have been paid delivered to the Buyer Group Stockholder and released Board of Directors consent actions authorizing the actions of the Company's directors and officers for certain periods prior to closing. 6.6 No change the Closing in the management or directors nor exercise of control of CCI may occur until 1.1 and 2.2 and 5.2 have been completed with deliver of all shares of outstanding CCI a form reasonably satisfactory to Buyer and delivery of purchase price Group; and (j) the Company shall have delivered to the Other ShareholdersBuyer Group a certificate executed by the secretary of the Company certifying (i) the signatures of the officers of the Company executing this Agreement or any Ancillary Instrument and (ii) the identities of each holder of Common Stock, Series A Preferred Stock or Cumulative Preferred Stock and the number of each class of shares held by such holder immediately prior to the Effective Time.