Common use of Conditions to Each Party’s Obligation to Effect the Closing Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions: (i) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, statute, executive order, judgment, decree, injunction or other order, or taken any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Group. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party to effect the transactions contemplated hereby by this Agreement shall be subject to the fulfillment satisfaction at or prior to the Closing Date of the following conditions: (ia) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, statute, executive order, judgment, decree, injunction or other order, or taken any other action, which is then in effect and has waiting period applicable to the effect consummation of prohibiting or making illegal this Agreement or the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) by this Agreement under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth in the Commitment Letter , and no action shall have been satisfied instituted by the Department of Justice or waived and Federal Trade Commission challenging or seeking to enjoin the financing consummation of the transactions contemplated thereby by this Agreement, which action shall have not been effected.withdrawn or terminated; (b) The obligation no statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or governmental authority having jurisdiction which prohibits, restrains, enjoins or restricts consummation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effectAgreement; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Group. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing each of the following conditions (any of which may be waived in writing by Sellers): (i) The representations Company, the Company Subsidiaries and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers Investor shall have received a certificate signed on behalf of Alpine made such filings, and Buyer obtained such permits, authorizations, consents, or approvals, as are required by an executive officer of each of Alpine and Buyer Governmental Requirements to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on consummate the transactions contemplated hereby, and all appropriate forms shall have been executed, filed and approved as required by the Governmental Requirements; (d) this Agreement, the Amendment, and the transactions contemplated by this Agreement shall have been approved by the requisite vote of the stockholders of the Company in accordance with the form applicable provisions of Exhibit C heretothe DGCL, which opinion shall be based on certificates in and the form of Exhibits D, E Amendment and, if relevantapplicable, F hereto; (iii) Each the Certificate of Alpine and Buyer Designation shall have performed or complied with, in all material respects, all agreements been duly and covenants required by this Agreement to be performed or complied properly filed with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf Secretary of Alpine and Buyer by an executive officer the State of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3Delaware.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party Seller, on the one hand, and Purchaser, on the other hand to effect consummate the transactions contemplated hereby shall be Closing are subject to the fulfillment at or prior to satisfaction (or, if permissible, waiver by the Closing party for whose benefit such conditions exist) of the following conditions: (ia) No no arbitrator or Governmental Authority Entity shall have enactedissued any order, issueddecree or ruling, promulgatedand there shall not be any statute, enforced rule or entered regulation, restraining, enjoining or prohibiting the consummation of the material transactions contemplated by this Agreement; provided that the parties shall have used their best efforts to cause any lawsuch order, rule, regulationdecree, statute, executive order, judgment, decree, injunction rule or other order, regulation to be vacated or taken any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or the transactions contemplated herebylifted; (iib) If requiredall authorizations, approvals or consents required to permit the waiting period (and any extension thereof) under the HSR Act with respect to consummation of the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth obtained and be in the Commitment Letter shall have been satisfied or waived full force and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date)effect, except where the failure to be so true and correct have obtained any such authorizations, approvals or consents would not resulthave a Seller Material Adverse Effect or a Purchaser Material Adverse Effect, either individually or in as the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effectcase may be; (iic) Each Seller if so required by law, the DOI shall have performed or complied with, in all material respects, all agreements issued an order approving this Agreement and covenants required the transactions contemplated by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2Agreement; and (ivd) There shall not have occurred a material adverse change in the businessif so required by law, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Group. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue all notification filings required to be true and correct as of such date). Sellers made under the HSR Act shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers been made, all applicable waiting periods thereunder shall have received an opinionexpired or been terminated without any request from any appropriate Governmental Entity for additional information or, dated the Closing Dateif additional information has been requested, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code all applicable extended waiting periods shall have expired; provided, however, that Purchaser may not rely on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries condition set forth in Section 8.3this subsection (d) if the failure to obtain the requisite approvals or clearances under the HSR Act is a result of Purchaser's failure to take all necessary action.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party Seller, on the one hand, and Purchaser, on the other hand, to effect consummate the transactions contemplated hereby shall be Closing are subject to the fulfillment at or prior to satisfaction (or, if permissible, waiver by the Closing party for whose benefit such conditions exist) of the following conditions: : (ia) No Governmental Authority no court, arbitrator or governmental body, agency or official shall have enactedissued any order, issueddecree or ruling, promulgatedand there shall not be any statute, enforced rule or entered regulation, restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; provided that the parties shall have used their best commercial efforts to cause any lawsuch order, ruledecree, regulationruling, statute, executive order, judgment, decree, injunction rule or other order, regulation to be vacated or taken lifted; (b) any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) under the HSR Act with respect applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; and (iiic) The conditions set forth in the Commitment Letter Bankruptcy Court shall have been satisfied or waived approved the consummation of the transactions contemplated by this Agreement; (d) the FCC and the financing contemplated thereby PUC, if required, shall have been effected. approved the consummation of the transactions contemplated by this Agreement; and (be) The obligation all authorizations, approvals or consents required to permit the consummation of Alpine and Buyer to effect the transactions contemplated hereby shall also have been obtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Company Material Adverse Effect or a Purchaser Material Adverse Effect, as the case may be. SECTION 5.2 Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby are subject to the fulfillment at satisfaction (or prior to the Closing waiver by Purchaser) of the following conditions further conditions: (any of which may be waived in writing by Alpine or Buyer): (ia) The the representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and in all material respects as of the Closing Date as if made on at and as of such date time (except for other than those representations and warranties that relate address matters only as of a particular date or only with respect to a particular date, specific period of time which representations and warranties shall continue to need only be true and correct accurate as of such date), except where the failure to be so true and correct would not result, either individually date or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller with respect to such effect; period); (iib) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants respects its obligations hereunder required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer Closing Date; (c) Purchaser shall have received a certificate signed on behalf of each Seller by an executive appropriate officer of Seller, dated as of the Closing Date, to the effect that, to the best of such Seller to such effect; (iii) Sellers shall have made officer's knowledge, the deliveries conditions set forth in Section 8.2; and (iv5.2(a) There shall not and Section 5.2(b) have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Groupbeen satisfied. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party to effect the Closing and the other transactions contemplated hereby shall be are subject to the fulfillment satisfaction or waiver at or prior to the Closing Date of each of the following conditions: (ia) All filings with any Governmental Entity required to be made prior to the Closing Date by Premise, the Major Stockholders, Eclipsys, Merger Sub or any of their respective Affiliates, and all other Consents of any Governmental Entity required to be obtained prior to the Closing Date by Premise, the Major Stockholders, Eclipsys, Merger Sub or any of their respective Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and therein by Premise, the Major Stockholders, Eclipsys and Merger Sub shall have been made or obtained (as the case may be). (b) No court or other Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any lawLegal Requirement or Order, rulewhether temporary, regulationpreliminary or permanent, statute, executive order, judgment, decree, injunction or other order, or taken any other action, which that is then in effect and has restrains, enjoins or otherwise prohibits, materially delays, makes illegal or would be violated (provided that with respect to any Legal Requirement, such violation is not immaterial in light of the effect transactions contemplated hereby) by consummation of prohibiting or making illegal the transactions contemplated by this Agreement or the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Groupother Transaction Documents. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers Company Stockholder Approval shall have received a certificate signed on behalf been validly obtained under Delaware law, the Premise Certificate of Alpine Incorporation and Buyer by an executive officer the Bylaws of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3Premise.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party Seller, on the one hand, and Purchaser, on the other hand, to effect consummate the transactions contemplated hereby shall be Closing are subject to the fulfillment at or prior to satisfaction (or, if permissible, waiver by the Closing party for whose benefit such conditions exist) of the following conditions: (ia) No no arbitrator or Governmental Authority Entity shall have enactedissued any order, issueddecree or ruling, promulgatedand there shall not be any statute, enforced rule or entered regulation, restraining, enjoining or prohibiting the consummation of the material transactions contemplated by this Agreement; provided that the parties shall have used all reasonable efforts to cause any lawsuch order, ruledecree, regulationruling, statute, executive order, judgment, decree, injunction rule or other order, regulation to be vacated or taken lifted; (b) any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or waiting period applicable to the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) hereby under the HSR Act shall have expired or been terminated; (c) the required state insurance regulatory approvals of the consummation of the transactions contemplated hereunder (the "State Insurance Regulatory Approval"), including the approval of the California Department of Insurance pursuant to California Insurance Code Section 1215 et seq., shall have been obtained, provided, that if Purchaser is unable to obtain Insurance Regulatory Approval for CCIC and Seller has exercised its right under Section 4.15 to treat CCIC 45 52 as an Excluded Asset, this Section 6.1(c) shall be deemed satisfied with respect to CCIC; and (d) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth obtained and be in the Commitment Letter shall have been satisfied or waived full force and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date)effect, except where the failure to be so true and correct have obtained any such authorizations, approvals or consents would not resulthave a Seller Material Adverse Effect or a Purchaser Material Adverse Effect, either individually or in as the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Groupcase may be. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations obligation of each party to effect the transactions contemplated hereby shall be Closing is subject to the fulfillment satisfaction or waiver by all of the parties hereto at or prior to the Closing of the following conditions: (ia) No Governmental Authority Order or Law shall have been entered, enacted, issued, promulgated, enforced or entered issued by any law, rule, regulation, statute, executive order, judgment, decree, injunction court or other order, Governmental Authority of competent jurisdiction restraining or taken any other action, which is then in effect and has prohibiting the effect consummation of prohibiting or making illegal this Agreement or the transactions contemplated herebyby this Agreement; (iib) If requiredNo Adverse Claim shall be pending before any Governmental Authority seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the waiting period (and violation of any extension thereof) under the HSR Act applicable Order or Law; provided, however, that any Adverse Claim with respect to the transactions contemplated hereby Sale Order shall have expired or been terminated; and (iii) The conditions set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (iSection 12.1(c) The representations below and warranties of each Seller contained in not this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such dateSection 12.1(b), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Group. (c) The Bankruptcy Court shall have entered the Sale Order; the Sale Order shall be effective immediately upon entry, except to the extent stayed by its terms; the 10-day stay of the Sale Order, as provided in Rule 6004(h) and 6006(d) or any other Rule of the Federal Rules of Bankruptcy Procedure, shall not apply; and no other stay of the Sale Order respective obligations of appeal, motion for rehearing or reconsideration, or petition for writ shall apply. The Sale Order shall, inter alia, (i) approve the sale of the Purchased Assets to Purchaser free and clear of all Encumbrances, (ii) vest Purchaser with good and marketable title to, or a valid and enforceable leasehold interest in or other valid right to use, the Purchased Assets; (iii) authorize Sellers’ assumption and assignment to Purchaser, and Purchaser’s assumption, of the Assumed Contracts, (iv) contain a specific finding that Purchaser is a good faith purchaser of the Purchased Assets pursuant to section 363(m) of the Bankruptcy Code, and (v) authorize Sellers to effect consummate the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3all Ancillary Agreements.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party Party to effect the transactions contemplated hereby shall Closing will be subject to the fulfillment at satisfaction, or prior to the Closing extent permitted by applicable Legal Requirements the waiver, of the following conditions: (ia) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, statute, executive order, judgment, decree, injunction or The substantially simultaneous closing of each of the other order, or taken any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) under the HSR Act Master Agreement which are to close substantially simultaneously with respect the Transactions pursuant to the transactions contemplated hereby shall have expired or been terminated; and Master Agreement (iii) The conditions but in the sequence set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effectedMaster Agreement). (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller other Party contained in this Agreement shall have been true in all material respects upon and as of the date of this Agreement and, except for representations and warranties made as of a specific date, shall be true and correct when made and in all material respects on and as of the Closing Date with the same force and effect as if made on and as then made, provided however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.1(b) has been satisfied with respect to such portion of such date (except for those representations and warranties that relate to a particular daterepresentation or warranty, which representations and warranties shall continue to such portion of such representation or warranty as so qualified must be true and correct as of such date), except where the failure to be so true in all respects; and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller other Party shall have performed or and complied with, in all material respects, respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received . Each Party will deliver a certificate signed on behalf of each Seller duly executed by an authorized executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities dated as of the Business or Closing Date reasonably satisfactory in form and substance to each other Party, certifying that the DNE Groupconditions specified in this Section 7.1(b) have been satisfied by such Party as of the Closing Date. (c) The respective obligations Each of Sellers the Transaction Documents required to effect the transactions contemplated hereby shall also be subject to the fulfillment executed and delivered at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers shall have received a certificate signed on behalf been executed and delivered by all parties thereto in accordance with the provisions of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3Article II.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party to effect the Closing and the other transactions contemplated hereby shall be are subject to the fulfillment satisfaction or waiver at or prior to the Closing Date of each of the following conditions: (ia) All filings with any Governmental Entity required to be made prior to the Closing Date by MediNotes, the Major Stockholders, Eclipsys, Merger Sub or any of their respective Affiliates, and all other Consents of any Governmental Entity required to be obtained prior to the Closing Date by MediNotes, the Major Stockholders, Eclipsys, Merger Sub or any of their respective Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and therein by MediNotes, the Major Stockholders, Eclipsys and Merger Sub shall have been made or obtained (as the case may be). (b) No court or other Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any lawLegal Requirement or Order, rulewhether temporary, regulation, statute, executive order, judgment, decree, injunction preliminary or other order, or taken any other action, which permanent that is then in effect and has restrains, enjoins or otherwise prohibits, materially delays, makes illegal, or would be violated (provided that with respect to any Legal Requirement, such violation is not immaterial in light of the effect transactions contemplated hereby) by consummation of prohibiting or making illegal the transactions contemplated by this Agreement or the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Groupother Transaction Documents. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers Company Stockholder Approval shall have received a certificate signed on behalf been validly obtained under Iowa state law, MediNotes Articles of Alpine Incorporation and Buyer by an executive officer the by-laws of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3MediNotes.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party to effect the transactions contemplated hereby Closing shall be subject to the fulfillment satisfaction at or prior to the Closing Date of the following conditions: (ia) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any lawstatute, rule, regulation, statute, executive order, judgment, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or other orderenforced by any federal or state court or Government Entity having jurisdiction which prohibits, restrains or taken any other action, which is then in effect and has enjoins consummation of the effect of prohibiting or making illegal this Agreement Conversion or the transactions contemplated herebyContemplated Transactions; (b) Each of Lebanon Mutual, MTS, TW and the LLC shall have made such filings, and obtained such permits, authorizations, consents, or approvals (including the approval of the Insurance Commissioner, under Pennsylvania law of the Conversion and the other Contemplated Transactions) required by Governmental Requirements to consummate the Contemplated Transactions, in form reasonably satisfactory to them, and the appropriate forms shall have been executed, filed and approved as required by the corporate and insurance laws and regulations of the applicable jurisdictions, including the Commonwealth of Pennsylvania, which permits, authorizations, consents, and approvals may be subject only to (i) conditions customarily imposed by insurance regulatory authorities in demutualization transactions, and (ii) If required, the waiting period (and any extension thereof) under the HSR Act conditions with respect to the transactions contemplated hereby Plan of Conversion or the other Contemplated Transactions that do not impose terms that are materially burdensome on TW, the LLC, HoldCo or Lebanon Mutual or materially inconsistent with any material terms contained in the Plan of Conversion and this Agreement in a manner that adversely affects the economic value to TW, the LLC or Lebanon Mutual of the Conversion and the other Contemplated Transactions, or would not reasonably be expected to have a Lebanon Mutual Material Adverse Effect or a HoldCo Material Adverse Effect (after giving effect to the consummation of the Conversion); (c) The appraised value of Lebanon Mutual shall have expired been confirmed by the Appraiser as of the last day of the Subscription Offering or the last day of the Community Offering, whichever is later, and an aggregate dollar amount of HoldCo Common Stock falling within the Valuation Range shall have been terminated; andoffered and sold in accordance with the Plan of Conversion; (iiid) The Plan of Conversion and the Articles of Amendment shall have been approved and adopted by the requisite vote of the Eligible Members in accordance with Applicable Law; (e) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (f) Each of the conditions set forth in the Commitment Letter Plan of Conversion shall have been satisfied or waived and the financing contemplated thereby shall have been effected.satisfied; (bg) Lebanon Mutual, HoldCo and TW shall each have received an opinion of counsel from S&L to the effect that, on the basis of certain facts, customary representations and assumptions set forth in or referred to in such opinions that are consistent with the facts existing at the Closing Date, the Conversion will be a reorganization within the meaning of Section 368(a) of the Code, which opinion shall be satisfactory in form and substance to TW; provided that the condition contained in this Section 7.1(g) may only be waived with the consent of Lebanon Mutual and TW; (h) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing registration of the following conditions (any HoldCo Class A Common Stock under Section 12 of which may the Exchange Act shall be waived in writing by Alpine or Buyer):effective; (i) The representations Restated Articles shall have been duly filed with the Pennsylvania Department of State and warranties of each Seller contained in this Agreement shall be true in full force and correct when made effect and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually further amended or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effectmodified; (iij) Each Seller The LLC shall have performed or complied with, in all material respects, all agreements obtained the LLC Loan on the terms and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth conditions described in Section 8.21.7; and (ivk) There The Offerings and the Conversion shall not have occurred a material adverse change been effected prior to or simultaneously with the Closing in accordance with, and (subject to Section 1.6(e)(ii)) the business, condition (financial or otherwise), operations, properties, assets or liabilities net proceeds of the Business or the DNE Group. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers Offerings shall have received a certificate signed on behalf been released to HoldCo from escrow in accordance with the Plan of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3Conversion.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations obligation of each party to effect the transactions contemplated hereby Closing shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (ia) No Governmental Authority In an extraordinary shareholder meeting of the Company, at least 75% of the votes present were cast in favor of an approval of this Agreement and the transfer and assignment of the Shares from the Sellers to Buyer contemplated by this Agreement. In addition, in a meeting of non-management employees of the Company (the “Pool Employees”), the requisite Pool Employees shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, statute, executive order, judgment, decree, injunction or other order, or taken any other action, which is then in effect authorized the execution and has the effect delivery of prohibiting or making illegal this Agreement or on behalf of the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effectedPool Employees. (b) The obligation None of Alpine and Buyer the parties hereto shall be subject to effect any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated hereby shall also be subject to by this Agreement. In the fulfillment at event any such order or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer injunction shall have received a certificate signed on behalf of been issued, each Seller by an executive officer of party agrees to use its reasonable efforts to have any such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Groupinjunction lifted. (c) The respective obligations All material approvals required under foreign, federal or state securities laws relating to the issuance of the CyberGuard Common Stock to be issued to Sellers to effect in connection with the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true have been received. (d) All material consents, authorizations, orders and correct when made approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and on and as performance of the Closing Date as if made on and as of such date (this Agreement shall have been obtained or made, except for those representations and warranties that relate to a particular date, which representations and warranties shall continue filings required to be true and correct as of such date). Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated filed after the Closing Date, from Proskauer Rose LLP regarding the effect . (e) The shares of Sections 267 and 351 CyberGuard Common Stock issuable as part of the Code on the transactions transaction contemplated hereby, by this Agreement shall have been approved as additional shares of CyberGuard Common Stock for listing upon notice of issuance to The Nasdaq Stock Market. (f) The Shareholders and Buyer shall execute a Share Transfer Agreement in the form of Exhibit C hereto, which opinion shall be based on certificates in hereto sufficient to transfer the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Shares to Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement pursuant to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3German law.

Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party Seller, on the one hand, and Purchaser, on the other hand, to effect consummate the transactions contemplated hereby shall be Closing are subject to the fulfillment at or prior to satisfaction (or, if permissible, waiver by the Closing party for whose benefit such conditions exist) of the following conditions: (ia) No no arbitrator or Governmental Authority Entity shall have enactedissued any order, issueddecree or ruling, promulgatedand there shall not be any statute, enforced rule or entered regulation, restraining, enjoining or prohibiting the consummation of the material transactions contemplated by this Agreement; PROVIDED that the parties shall have used all reasonable efforts to cause any lawsuch order, ruledecree, regulationruling, statute, executive order, judgment, decree, injunction rule or other order, regulation to be vacated or taken lifted; (b) any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or waiting period applicable to the transactions contemplated hereby; (ii) If required, the waiting period (and any extension thereof) hereby under the HSR Act shall have expired or been terminated; (c) the required state insurance regulatory approvals of the consummation of the transactions contemplated hereunder (the "STATE INSURANCE REGULATORY APPROVAL"), including the approval of the California Department of Insurance pursuant to California Insurance Code Section 1215 ET SEQ., shall have been obtained, PROVIDED, that if Purchaser is unable to obtain Insurance Regulatory Approval for CCIC and Seller has exercised its right under Section 4.15 to treat CCIC as an Excluded Asset, this Section 6.1(c) shall be deemed satisfied with respect to CCIC; and (d) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby shall have expired or been terminated; and (iii) The conditions set forth obtained and be in the Commitment Letter shall have been satisfied or waived full force and the financing contemplated thereby shall have been effected. (b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer): (i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date)effect, except where the failure to be so true and correct have obtained any such authorizations, approvals or consents would not resulthave a Seller Material Adverse Effect or a Purchaser Material Adverse Effect, either individually or in as the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect; (iii) Sellers shall have made the deliveries set forth in Section 8.2; and (iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Groupcase may be. (c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Sellers): (i) The representations and warranties of Alpine and Buyer contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date). Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; (ii) Sellers shall have received an opinion, dated the Closing Date, from Proskauer Rose LLP regarding the effect of Sections 267 and 351 of the Code on the transactions contemplated hereby, in the form of Exhibit C hereto, which opinion shall be based on certificates in the form of Exhibits D, E and, if relevant, F hereto; (iii) Each of Alpine and Buyer shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Alpine and Buyer by an executive officer of each of Alpine and Buyer to such effect; and (iv) Alpine and Buyer shall have made the deliveries set forth in Section 8.3.