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

Conditions to Each Party’s Obligation. The obligation of each party to consummate the Transactions is subject to the satisfaction on the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than such Consents, registrations, declarations or filings the failure of which to obtain would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Liberty.

Conditions to Each Party’s Obligation. The obligation respective obligations of each party East, Central and Merger Sub to consummate the Transactions is Merger are subject to the satisfaction on the Closing Date of the following conditionsor, any one or more of which conditions of each party may be waived by such party to the extent permitted by lawLaw, the waiver by each party on or prior to the Effective Time, of each of the following conditions: (a) Other than such Consents, registrations, declarations The East Stockholder Approval shall have been obtained; (b) The Central Stockholder Approval shall have been obtained; (c) No provision of any applicable Law and no Order (preliminary or filings the failure of which to obtain would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for otherwise) shall be in effect that prohibits the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting.Merger; (d) The other parties Any waiting period (and any extension of such period) under the HSR Act applicable to the transactions contemplated hereby shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request.expired or otherwise been terminated; (e) The Transaction Documents Registration Statement shall have become effective under the Securities Act and no stop order suspending the use of the Registration Statement or the Joint Proxy Statement shall have been executed issued by the SEC nor shall proceedings seeking a stop order have been initiated or, to the Knowledge of East or Central, as the case may be, be threatened by the SEC; and (f) Central shall have filed with the NYSE the Subsequent Listing Application with respect to the shares of Central Common Stock issued or issuable pursuant to this Agreement and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) such shares of Central Common Stock shall have been consummated; providedapproved and authorized for listing on the NYSE, that USAi and Universal shall not be entitled subject to waive the satisfaction official notice of the foregoing condition without the prior written approval of Libertyissuance.

Conditions to Each Party’s Obligation. The obligation of each party Party to consummate the Transactions Merger is subject to the satisfaction on the Closing Date of the following conditionsor, any one or more of which conditions of each party may be waived by such party to the extent permitted by lawLegal Requirements, waiver, at or prior to the Closing, of each of the following conditions: (aA) Other than such Consents, registrations, declarations or filings This Agreement and the failure Contemplated Transactions will have been approved by the shareholders of which to obtain would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for TCBI by the consummation of the Transactions shall Requisite TCBI Vote. (B) All Requisite Regulatory Approvals will have been obtained and will remain in full force and effect and all statutory waiting periods in respect thereof will have expired, such Requisite Regulatory Approvals will have been received upon terms and conditions satisfactory to the parties, and no such Requisite Regulatory Approval includes or filed contains, or shall have occurredresulted in the imposition of, any Burdensome Condition. (bC) All consents and approvals listed in Section 4.07 and Section 5.09 of the Schedules will have been received and will remain in full force and effect and will have been received upon terms and conditions satisfactory to the parties. (D) No Applicable Law or Judgment action will have been taken, and no Legal Requirement will have been promulgated, enacted, entered, promulgated, enforced or issued deemed applicable to the Merger by any Governmental Entity Authority, including the entry of a preliminary or permanent injunction, that would (i) make the Agreement or any other legal restraint agreement contemplated by this Agreement, or prohibition preventing the consummation Contemplated Transactions, illegal, invalid or unenforceable in any material respect, (ii) impose material limits on the ability of any Party to this Agreement to consummate the Agreement or any other agreement contemplated by this Agreement, or the Contemplated Transactions, or (iii) otherwise prohibit or restrain the Merger; and no Proceeding before any Governmental Authority will be threatened, instituted or pending that would reasonably be expected to result in any of the Transactions shall be consequences referred to in effectclauses (i) through (iii) above. (cE) USAi BFST and TCBI, respectively, shall have received opinions from Xxxxxxxx Xxx Xxxxxxxx LLP and Xxxxxxxxx LLP, respectively, each dated as of the USAi Stockholder Approvals at Closing Date, in substance and form reasonably satisfactory to BFST and TCBI, respectively, to the USAi Stockholder Meetingeffect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinions, the Merger will be treated for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxxxx Xxx Xxxxxxxx LLP and Xxxxxxxxx LLP, respectively, may require and rely upon representations as to certain factual matters contained in certificates of officers of each of BFST and TCBI or any Subsidiary thereof, in form and substance reasonably acceptable to such counsel. (dF) The other parties S-4 Registration Statement shall have furnished such other documents relating to become effective under the corporate existence and Securities Act. No stop order suspending the authority to consummate effectiveness of the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents S-4 Registration Statement shall have been executed and delivered by each other party theretoissued, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) no proceedings for that purpose shall have been consummated; providedinitiated or be threatened, that USAi and Universal shall not be entitled to waive by the satisfaction of the foregoing condition without the prior written approval of LibertySEC.

Conditions to Each Party’s Obligation. To Ef- fect the Merger. The obligation respective obligations of each party to consummate effect the Transactions is Merger shall be subject to the satisfaction on fulfillment or waiver at or prior to the Closing Date Effective Time of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than such Consents, registrations, declarations or filings the failure of which to obtain would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions This Agreement shall have been obtained or filed or shall have occurredreceived the requisite approval of stockholders of Seller. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by All requisite approvals of this Agreement and the transactions contemplated hereby shall have been re- ceived from the Board and any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effectRegulatory Authority. (c) USAi The Registration Statement shall have received the USAi Stockholder Approvals at the USAi Stockholder Meetingbeen de- clared effective and shall not be subject to a stop order or any threatened stop order. (d) The other parties Neither Seller nor Buyer shall have furnished such other documents relating be subject to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliatesany order, decree or injunction, and such other matters as counsel to such party may reasonably requestthere shall be no pending or threatened order, decree or injunction, of a court or agency of competent jurisdiction which enjoins or prohib- its the consummation of any of the Transactions. (e) The Transaction Documents There shall be no legislative, statutory or regulatory action (whether federal or state) pending which prohibits or threatens to prohibit consummation of the Transactions or which otherwise materially adversely af- fects the Transactions. (f) Each of Buyer and Seller shall have been executed received, from counsel reasonably satisfactory to it, an opinion reasonably satisfactory in form and delivered by each other party thereto, and substance to it to the USAi Share Exchanges and effect that the Mergers (each as defined in Merger will constitute a reorganization within the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction meaning of Section 368 of the foregoing condition without IRC and that no gain or loss will be recognized by the prior written approval stockholders of LibertySeller to the extent they receive Buyer Common Stock solely in exchange for shares of Seller Common Stock.

Conditions to Each Party’s Obligation. The obligation respective obligations of each party to consummate the Transactions is transactions contemplated by Section 2.1 are subject to the prior satisfaction on the Closing Date or waiver, ----------- where permissible, of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than No statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity that prohibits or restricts the consummation of the transactions contemplated by this Agreement or makes such Consentsconsummation illegal (each party agreeing to use commercially reasonable efforts to have any such prohibition lifted). (b) The waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (c) All consents, registrationsapprovals and licenses of any Governmental Entity required in connection with the execution, declarations or filings delivery and performance of this Agreement and for the Company to continue to conduct its business in substantially the manner now conducted, shall have been obtained, unless the failure of which to obtain such consents, authorizations, orders or approvals would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for Effect after giving effect to the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued transactions contemplated by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meetingthis Agreement. (d) The other parties conditions set forth in the Financing Letters shall have furnished such other documents relating been satisfied or waived and the funding referred to therein shall be available to the corporate existence Company on terms and conditions and in such amounts satisfactory to the Investor and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably requestCompany. (e) The Transaction Documents There shall be no Proceeding pending or threatened by the National Association of Securities Dealers, Inc. (the "NASD") to terminate the ---- NASD's quotation of the Common Stock on the Nasdaq Stock Market ("Nasdaq"). ------ (f) Each of the Offer Conditions shall have been executed and delivered waived by each other party thereto, the Company and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) Investor or shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Libertysatisfied.

Conditions to Each Party’s Obligation. The obligation of each party to this Agreement to consummate the Unit Purchases and the other Transactions is subject to the satisfaction on or waiver, at or prior to the Closing Date Founders Closing, of each of the following conditions; provided, any one however, that none of the Company or more the Buyer shall waive the condition set forth in Section 7.1(a) without the prior written consent of which conditions of each the Special Committee (provided, that no party may rely on the failure of any condition precedent set forth in this Section 7.1 to be waived satisfied if such failure was caused by such party party’s failure to comply with its obligations set forth in the extent permitted by law:Merger Agreement or this Agreement to consummate the Transactions): (a) Other than such Consents, registrations, declarations or filings the failure of which conditions to obtain would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation obligations of the Transactions Company and Parent to consummate Merger set forth in Section 6 and Section 7 of the Merger Agreement shall have been obtained satisfied or filed or shall have occurred.waived by the party entitled to waive the same (other than those conditions that by their nature are to be satisfied (including by delivery of documents) at the Closing (but subject to the satisfaction of such conditions); and (b) No Applicable Law no temporary restraining order, preliminary or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity permanent injunction or other legal restraint or prohibition Order preventing the consummation of the Unit Purchases or the other Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed issued by any court of competent jurisdiction or other Governmental Body and delivered by each other party theretoremain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the USAi Share Exchanges and Unit Purchases or the Mergers (each as defined in other Transactions that makes consummation of the Universal/Liberty Merger Agreement) shall have been consummatedUnit Purchases or the other Transactions illegal; provided, that USAi no party shall be permitted to invoke Section 7.1(b) unless it shall have taken all actions required under this Agreement and Universal shall not be entitled the Merger Agreement to waive the satisfaction of the foregoing condition without the prior written approval of Libertyhave any such Order or Legal Requirement lifted.

Conditions to Each Party’s Obligation. The respective obligation of each party to consummate the Transactions transactions contemplated herein is subject to the satisfaction on at or prior to the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than such ConsentsNo statute, registrationsrule or regulation shall have been enacted, declarations promulgated or filings enforced by any court or governmental authority which prohibits or restricts the consummation of the transactions contemplated hereby; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) Any waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted; (d) All consents, authorizations, waivers and approvals of any governmental authority or other regulatory body or from parties to contracts or other agreements to which Seller is a party as may be required to be obtained in connection with the performance of this Agreement, the failure of which to obtain which would not prevent the consummation of the transactions contemplated hereby or have a Seller Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request.obtained; or (e) The Transaction Documents transactions contemplated by that Stock Purchase Agreement, dated the date hereof, between Buyer, Seller, UPS Truck Leasing, Inc. and Xxxxxxx Leasing Corp. shall have been executed and delivered by each other party thereto, and consummated simultaneously with the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of LibertyClosing.

Conditions to Each Party’s Obligation. The respective obligation of each party to consummate the Transactions transactions contemplated hereby is subject to the satisfaction on at or prior to the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other No statute, law, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Entity which prohibits or restricts the consummation of the transactions contemplated hereby; (b) There shall not be in effect any judgment, order, injunction, ruling, charge or decree of any Governmental Entity (i) enjoining or preventing the consummation of the transactions contemplated hereby (ii) with respect to the obligations of only the Buyer to consummate the transactions contemplated hereby, (1) causing any of the transactions contemplated by this Agreement to be rescinded following consummation, (2) affecting adversely the right of the Buyer to own the Shares or the share capital of the Subsidiaries and to control the Acquired Companies or any of the Subsidiaries, or (3) affecting adversely the right of the Acquired Companies or any of the Subsidiaries to own their respective assets and to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (c) Any waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act and applicable Competition Laws shall have expired or been terminated and all Governmental Entity authorizations or approvals required in connection with the transactions contemplated by this Agreement shall have been obtained or given, other than such Consentsthose authorizations and approvals, registrations, declarations or filings the failure of which to obtain have been obtained, would not (in the good faith judgment of Buyer), in the aggregate, have a Business Material Adverse Effect or a Buyer Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Liberty.

Conditions to Each Party’s Obligation. The respective obligation of each party to consummate the Transactions transactions contemplated herein is subject to the satisfaction on at or prior to the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by lawprecedent: (a) Other No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or any governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) Any waiting periods applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the H-S-R Act, shall have expired or been terminated and all governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, shall have been obtained or given (except such consents, approvals or other actions that may be required to novate, assign or transfer any contract or agreement with any government or government authority), other than such Consentsthose authorizations and approvals, registrationsthe failure of which to have been obtained, declarations or filings would not, in the aggregate, have a Material Adverse Effect; (d) All governmental and third party consents (which shall be agreed upon by Buyer and Seller within 15 days after signing), the failure of which to obtain would not would, individually or in the aggregate, have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request.obtained; and (e) The Transaction Documents All conditions to the closing contemplated by the Share Purchase Agreement shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Libertysatisfied or waived.

Conditions to Each Party’s Obligation. The respective ------------------------------------- obligation of each party to consummate the Transactions transactions contemplated herein is subject to the satisfaction on at or prior to the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than such ConsentsNo statute, registrationsrule or regulation shall have been enacted, declarations promulgated or filings enforced by any court or governmental authority which prohibits or restricts the consummation of the transactions contemplated hereby; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any governmental or other regulatory or administrative agency or commission which seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby; (d) All consents, waivers, approvals and authorizations of (or filing or registration with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained, in form and substance acceptable to Seller or Buyer, as the case may be, except where the failure of which to obtain such consent, waiver, approval or authorization or filing or registration with, would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Liberty.

Conditions to Each Party’s Obligation. The respective obligation of each party Party to consummate the Transactions Merger is subject to the satisfaction on the Closing Date or waiver of each of the following conditions, any one conditions at or more of which conditions of each party may be waived by such party prior to the extent permitted by lawEffective Time: (ai) Other than such Consents, registrations, declarations or filings All approvals and authorizations required to be obtained in respect of the FCC Licenses for the consummation of the Merger shall have been obtained; and (ii) all other Governmental Consents the failure of which to make or obtain would, individually or in the aggregate, provide a reasonable basis to conclude that Company or its directors or officers would be subject to risk of criminal liability or to risk of civil liability for which they are not entitled to indemnification by Company (or the Surviving Corporation), shall have a Material Adverse Effectbeen made or obtained. For purposes of this Agreement, “Governmental Consents” means all Consents ofnotices, or reports, filings, consents, registrations, declarations approvals, permits or filings authorizations required to be made prior to the Effective Time by Company or Parent or any of their respective Subsidiaries with, or expirations obtained prior to the Effective Time by Company or Parent or any of waiting periods imposed bytheir respective Subsidiaries from, any Governmental Entity necessary for in connection with the execution and delivery of this Agreement and the consummation of the Transactions shall have been obtained or filed or shall have occurredMerger and other transactions contemplated hereby. (b) No Applicable Law Neither any Laws or Judgment Governmental Order shall be enacted, promulgated, entered, promulgated, enforced or issued deemed applicable to the Merger nor any other action shall have been taken by any Governmental Entity that is in effect and that (i) restrains, enjoins or other legal restraint or prohibition preventing otherwise prohibits the consummation of the Transactions shall be in effecttransactions contemplated by this Agreement or (ii) makes the purchase of, or payment for, some or all of Company Shares illegal. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Liberty.

Conditions to Each Party’s Obligation. The respective obligation of each party to consummate the Transactions transactions contemplated herein is subject to the satisfaction on at or prior to the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: : (a) Other than such ConsentsNo statute, registrationsrule or regulation shall have been enacted, declarations promulgated or filings enforced by any court or governmental authority which prohibits or restricts the consummation of the transactions contemplated hereby; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) Any waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted; (d) All consents, authorizations, waivers and approvals of any governmental authority or other regulatory body or from parties to contracts or other agreements to which the Company is a party as may be required to be obtained in connection with the performance of this Agreement, the failure of which to obtain which would not prevent the consummation of the transactions contemplated hereby or have a Company Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence obtained; and the authority to consummate transactions contemplated by that certain Asset Purchase Agreement, dated the Transactions of such other parties date hereof, by and their respective Affiliatesamong Worldwide Dedicated Services, Inc., Xxxxxxx Logistics, Inc., Xxxxxxx Dedicated Carriages, Inc. and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents Xxxxxxx Transportation Systems, Inc. shall have been executed and delivered by each other party thereto, and consummated simultaneously with the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of LibertyClosing.

Conditions to Each Party’s Obligation. The respective obligation of each party to consummate effect the Transactions is transactions contemplated by this Agreement shall be subject to the satisfaction on the Closing Date of the following conditionsor, any one or more of which conditions of each party may be waived by such party to the extent permitted by applicable law, waiver at or prior to the Closing of each of the following conditions: (a) Other than No statute, rule, order, decree or regulation shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction which prohibits the transactions contemplated by this Agreement or makes such Consentstransactions illegal; (b) There shall be no order or injunction of a Governmental Entity of competent jurisdiction in effect precluding, registrationsrestraining, declarations enjoining or prohibiting consummation of the transactions contemplated by this Agreement and there shall be no suit, action, proceeding or investigation by a Governmental Entity seeking to restrain, enjoin or prohibit the transactions contemplated by this Agreement; (c) All relevant waiting periods under any Competition Law applicable to the transactions contemplated hereby shall have expired or terminated, and all actions required by, or filings required to be made with, any Governmental Entity under any such Competition Law that are necessary to permit the consummation of the transactions contemplated hereby shall have been taken or made; and (d) All authorizations, consents and approvals (including those necessary for the continuation of all material agreements, permits and registrations) required to be obtained prior to consummation of the transactions contemplated by this Agreement shall have been obtained, except for such authorizations, consents and approvals the failure of which to obtain would be obtained is not reasonably likely to have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be entitled to waive the satisfaction of the foregoing condition without the prior written approval of Liberty.