Common use of Conditions to Obligation of Buyer Clause in Contracts

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (i) Each of the representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement).

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (a) (i) Each of the representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty representations set forth in Section 3.8(b)3.09(a)(ii) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) by Seller shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if though made at on and as of such date (without giving effect to any Disclosure Schedule Supplement)date, except with respect to the extent those Fundamental Representations made by Seller that such representations and warranties that are made by their terms address matters as of an earlier date, in which case such representations and warranties shall have been be so true and correct in all material respects only as of such earlier date; , and (iiiii) the all other representations and warranties set forth of Seller contained in Section 3.4 this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date Date, as if though made at on and as of such date (without giving effect to any Disclosure Schedule Supplement)date, except (x) with respect to the extent that the failure of such those representations and warranties to that by their terms address matters as of an earlier date, which shall be so true and correct in all respectsonly as of such earlier date, individual and (y) for any inaccuracy or omission that would not, individually or in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and have a Material Adverse Effect; (ivb) the representation and warranty set forth in Section 3.8(b) Seller shall be true and correct have performed in all material respects all covenants and agreements required to be performed by it under this Agreement at and as or prior to the Closing Date; (c) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing Section 10.02(a), Section 10.02(b) and Section 10.02(d); and (d) Since the date hereof and at and as of this Agreement, there has not been any event, occurrence, development or state of circumstances or facts that has had or would, individually or in the Closing Date as if made at and as of such date (without giving effect aggregate, reasonably be expected to any Disclosure Schedule Supplement)have a Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction is Closing are subject to the satisfaction (or or, to the extent permitted under Applicable Law, waiver in writing by Buyer in its sole discretionBuyer) of the following further conditions: (a) (i) Each of the representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty Seller set forth in Section 3.8(b)4.02 (corporate authorization) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date Section 4.05 (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(bcapitalization) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if though made at and as of such date the Closing; (ii) the representations and warranties of Seller set forth in Section 4.15 (finders fees) shall be true and correct (without giving effect to any Disclosure Schedule Supplementqualification set forth therein as to “materiality,” “Material Adverse Effect,” or other qualifications based on the word “material” or similar phrases) in all material respects, (iii) each of the other representations and warranties of Seller set forth in Article 4 shall be true and correct (without giving effect to any qualification set forth therein as to “materiality,” “Material Adverse Effect,” or other qualifications based on the word “material” or similar phrases) at and as of the date hereof and at and as of the Closing as though made at and as of the Closing, except for such failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; provided that with respect to sub-clauses (i) through (iii) hereof, the representations and warranties that expressly by their terms relate to a particular date or period shall be true and correct (in the manner set forth in sub-clauses (i) through (iii), as applicable), only with respect to such date or period. (b) Seller shall have performed in all material respects all of its respective obligations hereunder required to be performed by it prior to the Closing. (c) Since the date hereof, there has not been any event, development, occurrence, state of facts or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Buyer shall have received a certificate duly executed by an executive officer of Seller certifying as to the satisfaction of the conditions set forth in Sections 8.02(a) and 8.02(b).

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (ia) Each (A) each of the representations and warranties of Seller, Intermediate LLC and the Company set forth contained in this Agreement Article III (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)those that address matters as of particular dates) shall be true and correct at and as of the date hereof and at Closing as of the Closing Date though then made (disregarding any qualification as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company , Material Adverse Effect” , or a similar qualifiers in such representations concept) and warranties(B) (except to each of the extent that such representations and warranties set forth in Article III that are made address matters as of an earlier date, in which case such representations and warranties particular dates shall have been be true and correct as of such earlier datedates (disregarding any qualification as to materiality, Material Adverse Effect or similar concept), unless in the case of (A) except where and (B) the failure of such representations and warranties to be true and correctcorrect does not, individually and or in the aggregate, has not had have a Material Adverse Effect. (b) Seller shall have performed or complied with all obligations, covenants and conditions required by this Agreement to be performed or complied with at or prior to the Closing Date, except for such failures to perform or comply that would not reasonably be expected to have a Company Material Adverse Effect; . (iic) each Buyer shall have received a certificate signed by an executive officer of Seller to the Company Fundamental Representations (other than effect that the representation and warranty conditions set forth in Sections 9.02(a) and 9.02(b) have been satisfied. (d) Without prejudice to Buyer’s rights under Section 3.49.02(a), Seller shall have delivered to Buyer a revised Disclosure Schedule in accordance with Section 5.04. (e) Buyer shall be true and correct have received the items specified in all material respects at and as Section 2.07(c). (f) Each of the date hereof and at and as of Consents specified on Schedule 9.02(f) (the “Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties Consents”) shall have been true properly executed and correct in all material respects as of such earlier date; (iii) the representations delivered by Seller and warranties set forth in Section 3.4 any required third-parties, and copies thereof shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect have been delivered to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)Buyer.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (i) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Seller, Intermediate LLC and the Company set forth Seller contained in this Agreement (and in any certificate or other than the Company Fundamental Representations writing delivered by Seller pursuant hereto, disregarding all qualifications and other than the representation and warranty set forth in Section 3.8(b)) exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the date hereof and at as of the Closing Date Date, as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in with only such representations and warranties) (except to the extent that such representations and warranties that are made exceptions as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Company Material Adverse Effect; Effect and (iiiii) each Buyer shall have received a certificate signed by the Chief Executive Officer of Seller to the Company Fundamental Representations foregoing effect. (other than b) No court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as consummation of the Closing Date as if made at or the effective operation by Buyer of the Purchased Assets after the Closing Date, and as of such date (without giving effect no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to any Disclosure Schedule Supplement)prohibit, except to alter, prevent or materially delay the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties Closing shall have been true instituted by any Person before any court, arbitrator or governmental body, agency or official and correct in all material respects as be pending. (c) Buyer shall have received an opinion of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and as of the date hereof and at and as of its own appointed counsel, dated the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations effect specified in Sections 3.01 through 3.04 and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)3.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Transactions is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions:: Representations and Warranties (i) Each The Fundamental Representations of the representations and warranties of SellerCompany, Intermediate LLC the Members and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties Blockers shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations all respects (other than the representation and warranty set forth in Section 3.4any de minimis inaccuracies) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date the Closing Date, except to the (without giving effect to any Disclosure Schedule Supplement)ii) The Interim Representations of the Company, the Members and the Blockers shall have been true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties that are made as of refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; , and Buyer shall have received a certificate dated the Closing Date signed on behalf of the Company and each Blocker by an authorized officer of the Company or such Blocker, as applicable, to such effect. (iii) the The representations and warranties of the Members, the Company and the Blockers set forth in Section 3.4 this Agreement (other than the Fundamental Representations and the Interim Representations of the Company, the Members and the Blockers) shall be have been true and correct in all respects at and as of the date hereof and (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein) at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date, in each case except where the failure of such representations and warranties to be true and correct would not have a Company Material Adverse Effect, and Buyer shall have received a certificate dated the Closing Date signed on behalf of the Company and each Blocker by an authorized officer of the Company or such Blocker, as applicable, to such effect. The Members, the Company, and the Blockers shall have performed or complied in all respectsmaterial respects with all obligations and covenants required by this Agreement to be performed or complied with by the Members, individual the Company or the Blockers at or prior to the Closing Date. Buyer shall have received a certificate dated the Closing Date signed on behalf of the Company and in each Blocker by an authorized officer of the aggregateCompany or such Blocker, as applicable, to such effect. There shall have been no Company Material Adverse Effect from the date of this Agreement to the Closing Date, which Company Material Adverse Effect has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and been cured as of the Closing Date. The Company shall have delivered to Buyer a payoff letter, in form and substance reasonably satisfactory to Buyer, from each holder of Indebtedness set forth on Schedule 6.5(b) that is included in the Closing Debt Amount, indicating that upon payment of a specified amount, such Indebtedness shall be paid in full and the related Liens and guarantees shall be terminated. The Company shall have delivered to Buyer a certificate of the Secretary of each of the Company and each Blocker dated the Closing Date and certifying that attached thereto are true and complete copies of the resolutions adopted by the Board of Managers or other governing body of the Company or such Blocker, as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement).applicable, authorizing the execution, delivery

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is subject to the satisfaction (or waiver by Buyer in its sole discretionvalid waiver) at or prior to the Closing of the following further conditions: (a) (i) Each each of the representations and warranties of SellerSeller contained in ‎‎‎Section 3.01, Intermediate LLC ‎‎‎Section 3.02, ‎‎‎Section 3.03, and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 ‎‎‎Section 3.07 shall be true and correct in all respects at (except for any failure to be so true and correct that is de minimis in nature) on and as of the date hereof and at on and as of the Closing Date with the same effect as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which speak to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses a specified date shall speak only as of $500,000 or more; such date) and (ivii) the each other representation and warranty set forth of Seller contained in Section 3.8(b) ‎‎‎Article 3 shall be true and correct in all respects at on and as of the date hereof and at as of Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date as if made at (provided that representations and warranties which speak to a specified date shall speak only as of such date date) except where the failure to be so true and correct (without giving effect to any Disclosure Schedule Supplement)limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” or other similar term set forth therein) would not, individually or in the aggregate, have a Material Adverse Effect and Buyer shall have received a certificate of the Company certifying as to the matters set forth in this ‎‎‎‎Section 8.02(a) signed by a duly authorized Representative of the Company; (b) the material covenants and agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects and Buyer shall have received a certificate of the Company to such effect signed by a duly authorized Representative of the Company. (c) From the date hereof, there shall not have occurred any Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to pay the Purchase Price and consummate the Transaction transactions to be performed by it in connection with Closing is subject to the satisfaction (satisfaction, or waiver by Buyer in at its sole discretion) , of the following further conditions: (i) Each of the The representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty Sellers set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) 5 above shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)Date, except to the extent that any such representations representation and warranties that are made warranty speaks as of an earlier a particular date, in which case such representations and warranties ; (ii) Sellers shall have been true performed and correct complied with all of their covenants hereunder in all material respects as of such earlier date; through Closing; (iii) the representations and warranties set forth There shall not be any injunction, judgment, order, decree, ruling, or charge in Section 3.4 shall be true and correct in all respects at and as effect preventing consummation of any of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and transactions contemplated by this Agreement through Closing; (iv) Sellers shall have delivered to Buyer all of Sellers' Closing Documents, duly executed by Sellers as applicable on or before the representation and warranty Closing Date; (v) All material actions, consents or approvals required to be obtained in connection with the consummation of the transactions contemplated by this Agreement or by the Transaction Documents as set forth in Section 3.8(bon SCHEDULE 5(b) shall be true and correct in all respects at and as (other than the approval of the date hereof FCC or any state public utility commission for the transfer of any Governmental Permit), shall have been obtained (copies of which shall have been delivered to Buyer) and at be in full force and as effect; and (vi) There shall have been no Material Adverse Change or Material Adverse Effect since Buyer's issuance of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)Material Adverse Effect Certificate.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (ia) Each of the The representations and warranties of Seller, Intermediate LLC and the Company Seller set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)the Closing Date, except to the extent that such representations and warranties that are made as of refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; . (b) Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing. (c) Buyer shall have received a certificate dated the Closing Date signed on behalf of Seller by an authorized officer thereof to the effect that the conditions set forth in Sections 6.02(a) and 6.02(b) have been satisfied (the “Seller Closing Certificate”). (d) There shall have been no material adverse change in the Purchased Assets or the condition (financial or otherwise), operations, prospects or results of operations of the Business. (e) No action or order shall be pending or threatened before any court or other governmental authority or before any other person or entity wherein an unfavorable order would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) affect adversely the right of Buyer to own the Purchased Assets or (iii) restrain or prohibit Buyer’s ownership or operation of all or any material portion of the representations and warranties Business or Purchased Assets. No such action or order shall be in effect. (f) No law shall have been enacted or shall be deemed applicable to the transactions contemplated by this Agreement which has any of the effects set forth in Section 3.4 6.02(e). (g) Seller shall have delivered to Buyer all agreements and other documents required to be true delivered by Seller to Buyer pursuant to Section 3.02(a) of this Agreement. (h) Buyer shall have received evidence in form and correct in substance satisfactory to Buyer that all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except liens with respect to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or morePurchased Assets have been released; and ​ (ivi) Buyer shall completed other contemplated transactions previously disclosed to Seller and shall have completed all required filings with the representation Securities and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of Exchange Commission regarding such date (without giving effect to any Disclosure Schedule Supplement)transactions.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is also subject to the satisfaction (or or, in the sole discretion of Buyer, waiver by Buyer in its sole discretion) of, each of the following further conditions: (ia) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing; (b) each of the representations and warranties of Seller, Intermediate LLC and the Company set forth Seller contained in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if though made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) time (except to the extent that such those representations and warranties that are made which address matters only as of an earlier date, in which case such representations and warranties a particular date shall have been be true and correct as of such earlier particular date) except where the failure of such representations and warranties to be so true and correct, individually and or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)had, except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in, a Material Adverse Effect (disregarding any qualification in Losses the text of $500,000 the relevant representation or morewarranty as to materiality or Material Adverse Effect); and provided, further, that the Seller Fundamental Representations (iv) the representation and warranty set forth in Section 3.8(bwith regard to any materiality or Material Adverse Effect qualification contained therein) shall be true and correct in all respects at without regard to the foregoing Material Adverse Effect qualification; (c) Buyer shall have received a certificate signed by an executive officer of Seller confirming the matters applicable to Seller in Section 10.02(a) and as Section 10.02(b); (d) on or prior to the Closing Date, Seller shall have delivered to Buyer all agreements, instruments and documents required to be delivered by Seller pursuant to Section 2.02(b)(ii); (e) Seller shall have performed all of its obligations under Section 5.12 on or prior to the Closing Date; and (f) since the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)this Agreement there has not occurred a Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (ia) Each of the The representations and warranties of Seller, Intermediate LLC and the Company Seller set forth in this Agreement that are qualified by materiality (other than the Company Fundamental Representations considered collectively and other than the representation and warranty set forth in Section 3.8(b)individually) shall be have been true and correct at and as of the date hereof and shall be true and correct at and as of the Closing Date as if made at and as of such date the Closing Date, and the representations and warranties that are not so qualified (without giving effect to any Disclosure Schedule Supplement considered collectively and without giving effect to any “materiality,” “individually) shall have been true and correct in all material respects,” “Company Material Adverse Effect” or similar qualifiers respects at and as of the date hereof and shall be true and correct in such representations all material respects at and warranties) (as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties that are made as of refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to Seller shall have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing. (c) Buyer shall have received a certificate dated the Closing Date signed on behalf of Seller by an authorized officer of Seller (i) as to the accuracy of its representations and warranties as of the date hereof and at of this Agreement and as of the Closing Date in accordance with Section 8.2(a) and (ii) as if made to performance and compliance with its obligations and covenants to be performed or complied with at and as of such date (without giving effect to any Disclosure Schedule Supplement), except or prior to the extent Closing in accordance with Section 8.2(b) (the “Seller Closing Certificate”); provided that no exceptions taken in such certificate will modify any of Seller’s representations and warranties that are made as warranties, covenants or agreements or have any effect for purposes of an earlier date, in which case such representations and warranties the conditions to Buyer’s obligation to close the transactions contemplated hereby or Buyer’s rights of indemnity hereunder. (d) There shall have been true no Material Adverse Change. (e) No Action shall be pending or threatened before any court or other Governmental Entity or before any other Person wherein an unfavorable Governmental Order would (i) prevent consummation of any of the transactions contemplated by this Agreement or the Ancillary Agreements, (ii) affect adversely the right of Buyer to own the Purchased Assets or (iii) restrain or prohibit Buyer’s ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the Purchased Assets, or compel Buyer or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the Purchased Assets or all or any material portion of the business and correct assets of Buyer and its Subsidiaries. No such Governmental Order shall be in effect. (f) No Law shall have been enacted or shall be deemed applicable to the transactions contemplated by this Agreement or the Ancillary Agreements which has any of the effects set forth in clauses (i) through (iii) in Section 8.2(e). (g) The Seller Group shall have performed or complied in all material respects as with all obligations and covenants required by the Japan Real Estate Purchase Agreement to be performed or complied with by the Seller Group at or prior to the Closing in order to effectively vest title of such earlier date; the Japan Land and Japan Buildings in Buyer. (iiih) Seller shall have obtained the representations and warranties Consent of each Person whose Consent is required under the Assigned Contracts set forth in Schedule 8.2(h) and shall have provided evidence of each such Consent in form and substance satisfactory to Buyer. (i) Buyer shall have received all Assigned Business Authorizations. (j) Seller shall have delivered to Buyer all agreements and other documents required to be delivered by Seller to Buyer pursuant to Section 3.4 3.2 of this Agreement. (k) Buyer shall be true have received evidence in form and correct in substance satisfactory to Buyer that all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except Liens other than Permitted Liens with respect to the extent that Purchased Assets have been released. (l) JSI Logistic Corporation shall have entered into the failure JSI Agreement. (m) The Intellectual Property License Agreement dated December 31, 2009 by and between the Seller and Advanced Energy Japan K.K. shall have been terminated and of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 no further force or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)effect.

Conditions to Obligation of Buyer. The obligation obligations of Buyer to consummate the Transaction is transactions contemplated hereby are subject to satisfaction at or prior to the satisfaction (or waiver by Buyer in its sole discretion) Closing Date of the following further conditions: : (i) Each of the a)The representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations Sections 3.1 and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company 3.2 which are not qualified by materiality or Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) Effect shall be true and correct in all material respects at and as of the date hereof Closing Date, and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 Sections 3.1 and 3.2 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects at and as of the date hereof and at and as of Closing Date; (b)There shall not have been, since the Closing Date as if made at and as of such date (without giving Latest Balance Sheet Date, any change in or effect on any Opto-tech Entity’s assets, financial condition, operating results, customer or employee relations, business prospects or financial statements theretofore supplied by any Opto-tech Entity or Sellers to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not Buyer which is or may reasonably be expected to result result, in Losses a Material Adverse Effect; (c)Each of $500,000 or more; the deliveries contemplated by Section 2.6(b)(ii) shall have been made and (iv) the representation contents of the declarations, certificates and warranty set forth in documents contemplated by Section 3.8(b2.6(b)(ii) shall be true and correct in all respects at and as of the date hereof Closing Date; and at and as (d)No action, suit or proceeding shall be pending or threatened before any Governmental Authority which would prevent or inhibit the consummation of the Closing Date transactions contemplated hereby or seek to impose any Liability on any Party as if made at a result of the consummation of the transactions contemplated hereby, and as of such date (without giving effect to any Disclosure Schedule Supplement)all necessary regulatory approvals shall have been obtained. 2.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction transactions contemplated hereby is subject to the satisfaction (or waiver by Buyer in its sole discretion) waiver, at or prior to Closing, of the following further conditions: (ia) Each The Seller shall have duly performed and complied in all material respects with all terms, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (b) All of the representations and warranties of SellerSeller made in or pursuant to this Agreement, Intermediate LLC including, without limitation, the representations and the Company warranties made and set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) Article 3 hereof, shall be true and correct as at and as of the date hereof and at as of the Closing Date and with the same effect as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) the Closing (except to the extent that as such representations and warranties that are made as may be affected by the occurrence of an earlier dateevents or transactions expressly contemplated and permitted hereby or by transactions in the ordinary and normal course of business). (c) Seller shall have delivered to the Buyer, in the care of Gersten, Savage, Kaplowitz, Xxxx and Marcus, LLP as escrow agent (the "Escrow Agent"), share certificates representing all of the shares of Stock, which case such representations and warranties share certificates shall have been true duly endorsed in blank for transfer or accompanied by duly executed stock powers. (d) All documentation relating to the due authorization and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each completion of the Company Fundamental Representations (other than sale and purchase hereunder of the representation Stock and warranty set forth all actions and proceedings taken on or prior to the Closing in Section 3.4) connection with the performance of Seller's obligations under this Agreement shall be true satisfactory to the Buyer, acting reasonably, and correct the Buyer shall have received copies of all such documentation or other evidence as it may reasonably request in all material respects at and as order to establish the consummation of the date hereof transactions contemplated hereby and at the taking of all corporate proceedings in connection therewith in compliance with these conditions, in form (as to certification and as of the Closing Date as if made at otherwise) and as of such date (without giving effect to any Disclosure Schedule Supplement), except substance satisfactory to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)Buyer.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction transactions contemplated hereby is subject to the satisfaction (or waiver by Buyer in its sole discretion) of each of the following further conditions: (i) Each Holding Company, Rheochem and Shareholders shall each have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by any of them on or prior to the Closing Date, (ii) each of the representations and warranties of SellerHolding Company, Intermediate LLC Rheochem and the Company set forth Shareholders contained in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of when made and shall contain no misstatement or omission that would make any such earlier date; (iii) the representations representation or warranty materially misleading when made and warranties set forth in Section 3.4 shall be true and correct in all respects at material respects, and as of the date hereof and shall not contain any misstatement or omission that would make any such representation or warranty materially misleading, at and as of the Closing Date with the same force and effect as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at Date, and as (iii) Buyer shall have received certificates signed by Shareholders and duly authorized executive officers of Holding Company and Rheochem to the foregoing effect and to the effect that to the Knowledge of such officers the conditions specified within this Section 8.01 have been satisfied. (b) Since the date hereof, there shall not have been any event, occurrence, development or state of circumstances or facts or change in Holding Company, Rheochem or the Business (without giving effect including any damage, destruction or other casualty loss, but excluding any event, occurrence, development or state of circumstances or facts or change resulting from changes in general economic conditions) affecting Holding Company, Rheochem or the Business that has had or that may be reasonably expected to any Disclosure Schedule Supplement)have, either alone or together with all such events, occurrences, developments, states of circumstances or facts or changes, a Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions: (a) Seller shall have performed in all material respects all of its obligations hereunder required to be performed on or prior to the Closing Date. (b) The representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall, disregarding all qualifications as to materiality and Material Adverse Effect, (i) Each of with respect to all representations and warranties other than the representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth Seller contained in Section 3.8(b3.12(b)) shall , be true and correct at on and as of the date hereof and at as of the Closing Date Date, as if made at on and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such for representations and warranties that are expressly made as of an earlier a specific date, in which case shall be true disregarding such representations qualifications on and warranties shall have been true and correct as of such earlier date) ), except where the failure of such representations and warranties to be true and correct, individually and would not in the aggregate, has not had and would not aggregate reasonably be expected to have a Company Material Adverse Effect; , and (ii) each with respect to the representations and warranties of the Company Fundamental Representations (other than the representation and warranty set forth Seller contained in Section 3.4) shall 3.12(b), be true and correct in all material respects at and as of the date hereof and at on and as of the Closing Date Date, as if made at on and as of such date date. (without giving effect c) Seller shall have delivered, or caused to any Disclosure Schedule Supplementbe delivered, to Buyer the Master Services Agreement, duly executed by Seller or its Affiliate(s), except as applicable. (d) Seller shall have delivered, or caused to be delivered, to Buyer the extent that such representations GTX User Agreement, duly executed by Seller or its Affiliate(s), as applicable. (e) Seller shall have delivered, or caused to be delivered, to Buyer the Assignment and warranties that are made Assumption Agreement, duly executed by Seller or its Affiliate(s), as of an earlier date, in which case such representations and warranties applicable. (f) No injunction or restraining order shall have been true issued by any Governmental Authority, and correct be in all material respects as effect, that restrains or prohibits any transaction contemplated hereby. (g) Since the date of this Agreement, no Material Adverse Effect has occurred. (h) All Liens relating to the Purchased Assets other than Permitted Liens shall have been released in full, and Seller shall have delivered to Buyer written evidence of the release of such earlier date; Liens. (iiii) Buyer shall have received a certificate, dated the representations Closing Date and warranties signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 3.4 shall be true 8.02(a) and correct in all respects at and as of Section 8.02(b) have been satisfied (the date hereof and at and as of the “Buyer Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule SupplementCertificate”).

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Buyer in its sole discretionBuyer) of the following further conditions: (ia) Each of (i) the representations and warranties of Seller, Intermediate LLC and the Company Seller set forth in this Agreement Article III (other than the Company Fundamental Representations representations and other than the representation and warranty warranties of Seller set forth in Section 3.8(bSections 3.1(a), 3.1(b), 3.2, 3.3, 3.6, 3.20 and 3.21 (collectively, the “Seller Fundamental Representations”)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “material”, “materiality,” ”, or “in all material respects,” “Company Material Adverse Effect” or similar qualifiers qualification contained in such representations and warranties) at and as of the Closing (except to the extent that other than such representations and warranties that are made as of refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) ), in each case, except where the failure of any such representations and warranties representation or warranty to be so true and correct, individually and in the aggregate, correct has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; , and (ii) each of the Company Seller Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material but de minimis respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that other than such representations and warranties that are made as of refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; ). (iiib) Seller shall have performed in all material respects or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Seller at or prior to the representations Closing. (c) All applicable waiting periods under the HSR Act and warranties set forth in Section 3.4 Other Antitrust Laws shall have expired or been terminated. (d) CFIUS Approval shall have been obtained. (e) At least 60 days shall have passed since the First ITAR Filing was made. LEGAL_US_E # 161486834.17 (f) No Order or applicable Law restraining, enjoining or prohibiting any of the Parties from consummating the transactions contemplated hereby shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date effect. (without giving effect to any Disclosure Schedule Supplement)g) No change, except to the extent event or development that the failure of such representations and warranties to be true and correct in all respectshas had, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) have, a Material Adverse Effect shall be true and correct in all respects at and as of have occurred since the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)this Agreement.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is also subject to the satisfaction (or or, in the sole discretion of Buyer, written waiver by Buyer in its sole discretion) of, each of the following further conditions: (a) Seller shall have performed or caused to be performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing; provided, that with respect to covenants that are qualified by materiality, Seller shall have performed or complied with such covenants as so qualified in all respects; (i) Each the Fundamental Representations made by Seller shall be true and correct in all respects as of the date hereof and as of the Closing as though made on and as of such time, except that those Fundamental Representations that address matters only as of a particular date shall be true and correct as of such particular date, provided that the representations and warranties of Seller, Intermediate LLC and the Company set forth Seller in this Agreement ‎Section 3.05 (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b‎Section 3.05(e)) shall be true and correct at and other than in de minimis respects as of the date hereof and at as of the Closing Date as if though made at on and as of such date time, (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warrantiesi) (except to the extent that such representations and warranties that are made as of an earlier dateSeller in ‎Section 3.04(i), in which case such representations ‎Section 3.05(e) and warranties shall have been true and correct as of such earlier date) except where ‎Section 3.24 (the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4“Special Representations”) shall be true and correct in all material respects at and (disregarding for purposes of this clause (ii) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect) as of the date hereof and at and as of the Closing Date as if though made at on and as of such date (without giving effect to any Disclosure Schedule Supplement)time, except to the extent that these Special Representations that address matters only as of a particular date shall be true and complete as of such date and (iii) all other representations and warranties that are made as of an earlier date, Seller contained in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 this Agreement shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if though made at on and as of such date (without giving effect to any Disclosure Schedule Supplement)time, except to the extent (A) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date and (B) where the failure of such representations and warranties in the aggregate to be so true and correct in all respects, individual and in the aggregate, has not had had, and would not reasonably be expected to result in Losses a Material Adverse Effect (disregarding for purposes of $500,000 or more; and this clause (iviii) any qualification in the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as text of the relevant representation or warranty as to materiality or Material Adverse Effect); (c) since the date hereof of this Agreement, there shall not have occurred a Material Adverse Effect; (d) Buyer shall have received a certificate signed by an executive officer of Seller to the foregoing effect; (e) Seller shall have delivered to Buyer the documents required in accordance with ‎Section 2.08(b)(i), ‎Section 2.08(b)(ii) and at and ‎Section 2.08(b)(v); and (f) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date and in form reasonably acceptable to Buyer, certifying that Seller shall have delivered to the Buyer a certificate certifying in accordance with Section 1445 of the Code that Seller is not a “foreign person” as if made at and as defined in Section 1445(f)(3) of such date (without giving effect to any Disclosure Schedule Supplement)the Code.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is subject to the satisfaction (or or, to the extent permitted by law, waiver by Buyer in its sole discretionBuyer) of the following further conditions: (ia) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (b) the representations and warranties of Seller, Intermediate LLC and the Company set forth Seller contained in this Agreement (other than the Company Fundamental Representations disregarding all qualifications and other than the representation and warranty set forth in Section 3.8(b)exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct at and as of the date hereof and at as of the Closing Date Date, as if made at and as of such date (without giving effect to except for any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of which relate to an earlier date, in which case such representations and warranties shall have been be true and correct as of such earlier date) except where the failure of ), with only such representations and warranties to be true and correct, individually and in the aggregate, has not had and exceptions as would not reasonably be expected to have a Company Material Adverse Effect; ; (iic) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of since the date hereof and at and of this Agreement, there shall not have occurred any change or any development that is reasonably likely to result in a Material Adverse Effect; (d) Buyer shall have received a certificate signed by an appropriate officer of Seller, dated as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)Date, except to the extent effect that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties conditions set forth in Sections 10.02(a) through 10.02(c) have been satisfied; and (e) Seller shall have caused to be delivered to Buyer affidavits of Seller and all its Subsidiaries that are selling real property located in the U.S., in each case stating, under penalties of perjury, such transferor’s taxpayer identification number and that the transferor is not a foreign person pursuant to Section 3.4 shall be true and correct in all respects at and as 1445(b)(2) of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in Losses of $500,000 or more; and (iv) the representation and warranty set forth in Section 3.8(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)Code.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction Closing is also subject to the satisfaction (or or, in the sole discretion of Buyer, waiver by Buyer in its sole discretion) of, each of the following further conditions: (ia) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing; (b) each of the representations and warranties of Seller, Intermediate LLC and the Company set forth Seller contained in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if though made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) time (except to the extent that such those representations and warranties that are made which address matters only as of an earlier date, in which case such representations and warranties a particular date shall have been be true and correct as of such earlier particular date) except where the failure of such representations and warranties to be so true and correct, individually and or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)had, except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to result in, a Material Adverse Effect (disregarding any qualification in Losses the text of $500,000 the relevant representation or morewarranty as to materiality or Material Adverse Effect); and provided, further, that the Seller Fundamental Representations (iv) the representation and warranty set forth in Section 3.8(bwith regard to any materiality or Material Adverse Effect qualification contained therein) shall be true and correct in all respects at without regard to the foregoing Material Adverse Effect qualification; (c) Buyer shall have received a certificate signed by an executive officer of Seller confirming the matters applicable to Seller in ‎Section 10.02(a) and as ‎Section 10.02(b); (d) on or prior to the Closing Date, Seller shall have delivered to Buyer all agreements, instruments and documents required to be delivered by Seller pursuant to ‎Section 2.02(b)(ii); (e) Seller shall have performed all of its obligations under ‎Section 5.12 on or prior to the Closing Date; and (f) since the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)this Agreement there has not occurred a Material Adverse Effect.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction transactions contemplated by this Agreement is also subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions, any one or more of which may be waived by Buyer: (ia) Each of the representations and warranties of Seller, Intermediate LLC and the Company set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) Seller shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “have performed in all material respects,” “Company Material Adverse Effect” respects all of its obligations and agreements hereunder required to be performed by it on or similar qualifiers in such representations and warranties) (except prior to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier dateClosing; (b) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company The Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material but de minimis respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date the Closing Date (without giving effect to any Disclosure Schedule Supplement), except to the extent that other than such representations and warranties that are made by their terms address matters only as of an earlier another specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all but de minimis respects at and only as of the date hereof such date), in each case, without giving effect to materiality, material adverse effect or Material Adverse Effect qualifications. All other representations and warranties of Seller contained in Article III of this Agreement, without giving effect to materiality, material adverse effect or Material Adverse Effect qualifications, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (other than such date (without giving effect to any Disclosure Schedule Supplementrepresentations and warranties that by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except to the extent that where the failure of such representations and warranties to be so true and correct in all respects, individual and in the aggregate, has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (c) Seller shall have delivered to result in Losses Buyer a certificate signed by an officer of $500,000 or more; and (iv) Seller, dated the representation and warranty set forth Closing Date, certifying that the conditions specified in Section 3.8(b8.02(a) shall be true and correct in all respects at and as of Section 8.02(b) have been fulfilled; and (d) since the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement)this Agreement, there has not been a Material Adverse Effect that is continuing.

Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transaction is transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Buyer in its sole discretion) at or prior to the Closing of the following further conditions: (ia) Each of the The representations and warranties of Seller, Intermediate LLC and the Company and Sellers set forth in this Agreement (other than the Company Fundamental Representations and other than the representation and warranty set forth in Section 3.8(b)) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement and without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Company Fundamental Representations (other than the representation and warranty set forth in Section 3.4) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the representations and warranties set forth in Section 3.4 shall be true and correct in all respects at and (provided that any representation or warranty of the Company contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Company) as of the date hereof and at Closing Date as though made on and as of the Closing Date as if made at and as of such date (without giving effect to any Disclosure Schedule Supplement), except to the extent that the failure of such representations and warranties to be true and correct in all respectsspeak as of an earlier date), individual and except for such breaches that would not, individually or in the aggregateaggregate with other breaches on the part of Company, has not had and would not reasonably be expected to result in Losses have a Material Adverse Effect on the Company. (b) Each of $500,000 or more; the agreements and (iv) covenants of the representation Company to be performed and warranty set forth in Section 3.8(b) complied with by the Company pursuant to this Agreement prior to the Closing Date shall be true have been duly performed and correct complied with in all respects at and as of the date hereof and at and material respects. (c) The Company shall have delivered to Buyer a certificate, dated as of the Closing Date and signed on its behalf by an officer of the Company, as if made at to the satisfaction by it of the conditions set forth in Sections 8.2(a) and as 8.2(b). -20- 21 (d) Between the date of such date (without giving effect to any Disclosure Schedule Supplement)this Agreement and the Closing Date, no change or event shall have occurred which has had a Material Adverse Effect on the Company.