Common use of Conditions to Obligation of Parent to Effect the Merger Clause in Contracts

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Partnership, Partnership GP and Partnership Managing GP set forth in: (i) Section 3.1(a) (Qualification, Organization), Section 3.2(a) (Equity Interests), Section 3.2(b) (Equity Interests) (first sentence only), Section 3.2(c) (Equity Interests), Section 3.2(d) (Equity Interests) (first and third sentence only) and Section 3.2(e) (Equity Interests) (first sentence only (excluding clauses (D) and (E) thereof)), Section 3.4(a) (Authority; NonContravention) and Section 3.23 (Finders or Brokers) shall have been accurate in all material respects as of the entry into this Agreement and shall be accurate in all material respects as of the Closing Date, as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); (ii) Section 3.11 (Absence of Certain Changes or Events) shall be accurate in all respects as of the entry into this Agreement; (iii) Article III (other than those addressed in the foregoing clauses (i) and (ii)) without giving effect to any materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except where such inaccuracies, individually or in the aggregate, would not have a Partnership Material Adverse Effect; (b) Each of the Partnership, Partnership GP and Partnership Managing GP shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; (c) The Partnership shall have delivered to Parent a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer of Partnership Managing GP, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied; and (d) There shall not have occurred since the entry into this Agreement a Partnership Material Adverse Effect.

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment satisfaction (or the waiver by Parentwaiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Each of the representations and warranties of the Partnership, Partnership GP Company contained in this Agreement shall be true and Partnership Managing GP set forth in: (i) Section 3.1(a) (Qualification, Organization), Section 3.2(a) (Equity Interests), Section 3.2(b) (Equity Interests) (first sentence only), Section 3.2(c) (Equity Interests), Section 3.2(d) (Equity Interests) (first and third sentence only) and Section 3.2(e) (Equity Interests) (first sentence only (excluding clauses (D) and (E) thereof)), Section 3.4(a) (Authority; NonContravention) and Section 3.23 (Finders or Brokers) shall have been accurate in all material respects correct as of the entry into this Agreement and shall be accurate in all material respects as of the Closing Date, as if made on date hereof and as of the Closing Date Closing, except (except for any such i) that those representations and warranties made which address matters only as of a specific dateparticular date shall be true and correct as of such particular date and (ii) other than with respect to (x) the representations and warranties set forth in Section 3.2(a), (b)(i), (c)(i) and (d) (Capital Stock), Section 3.3(a) (Corporate Authority Relative to this Agreement), Section 3.14 (Section 203 of the DGCL), Section 3.16 (Opinions of Financial Advisors) and Section 3.17 (Required Vote of the Company Stockholders), which shall have been accurate be true and correct in all material respects as of such date); respects, and (iiy) the representation and warranty set forth in Section 3.11 3.8(a)(ii) (Absence of Certain Changes or Events) ), which shall be accurate true and correct in all respects as of respects, where the entry into this Agreement; failure to be so true and correct (iii) Article III (other than those addressed in the foregoing clauses (i) and (ii)) without giving effect regard to any Material Adverse Effect or other materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except where such inaccuraciesrepresentation or warranty) would not reasonably be likely, individually or in the aggregateaggregate with the failure of other representations or warranties to be true and correct, would not to have a Partnership Material Adverse Effect;. (b) Each of the Partnership, Partnership GP and Partnership Managing GP The Company shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time;Closing. (c) The Partnership Company shall have delivered to Parent a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior an executive officer of Partnership Managing GPthe Company, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied; and. (d) There All Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition or consequence that would (x) require Parent or its Subsidiaries to take or refrain from taking any action or to agree to any restriction or condition with respect to the operations or assets of Parent or any of its Subsidiaries that are not their mobile wireless voice and data businesses (as offered by AT&T Mobility LLC and its Subsidiaries and affiliates) (a “Parent Condition”) or (y) reasonably be likely to have occurred since the entry into this Agreement a Partnership Regulatory Material Adverse Effect, and all Required Regulatory Approvals obtained from the FCC shall have been obtained by Final Order. For the purpose of this Agreement, “Final Order” means an action or decision that has been granted as to which (i) (A) no request for a stay or any similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and (B) any deadline for filing such a request that may be designated by statute or regulation has passed, (ii) (A) no petition for rehearing or reconsideration or application for review is pending and (B) the time for the filings of any such petition or application has passed, (iii) (A) no Governmental Entity has undertaken to reconsider the action on its own motion and (B) the time within which it may effect such reconsideration has passed, and (iv) (A) no appeal is pending (including other administrative or judicial review) or in effect and (B) any deadline for filing any such appeal that may be specified by statute or rule has passed, which in any such case (i)(A), (ii)(A), (iii)(A) or (iv)(A) is reasonably likely to result in vacating, reversing, setting aside, annulling, suspending or modifying such action or decision (in the case of any modification in a manner that would impose any term, condition or consequence that would reasonably be likely to (A) have a Regulatory Material Adverse Effect) or (B) result in a Parent Condition.

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent and Merger Sub to effect the Merger is further subject to the fulfillment (or the waiver by ParentParent and Merger Sub, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Partnership, Partnership GP and Partnership Managing GP Company set forth in: in (i) Section 3.1(a) (Qualification, Organization), Section 3.2(a) (Equity InterestsCapital Stock), Section 3.2(b) (Equity Interests) (first sentence onlyIndebtedness), Section 3.2(c3.3(a) (Equity InterestsCorporate Authority Relative to this Agreement), Section 3.2(d3.10(b) (Equity Interests) Absence of Material Adverse Effect), Section 3.15 (first and third sentence onlyOpinion of Financial Advisor) and Section 3.2(e3.25 (State Takeover Statutes) shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as though made at and as of the Closing Date, except for any de minimis inaccuracies with respect to Section 3.2(a) (Equity Interests) (first sentence only (excluding clauses (D) and (E) thereof)Capital Stock), Section 3.4(a3.2(b) (Authority; NonContraventionIndebtedness), (ii) Section 3.3(b) (Consents and Approvals), Section 3.3(c) (No Violation), Section 3.4 (Reports and Financial Statements), Section 3.5 (Internal Controls and Procedures), Section 3.6 (No Undisclosed Liabilities), and Section 3.23 3.24 (Finders or Brokers) shall have been accurate true and correct in all material respects as of the entry into date of this Agreement and shall be accurate true and correct in all material respects at and as of the Closing Date, Date as if though made on at and as of the Closing Date (except for without giving effect to any such representations qualification by “materiality” or “Material Adverse Effect” and warranties made as words of a specific date, which shall have been accurate in all material respects as of such datesimilar import set forth therein); (ii) Section 3.11 (Absence of Certain Changes or Events) shall be accurate in all respects as of the entry into this Agreement; ; and (iii) Article III (other than those addressed set forth in the foregoing clauses (i) and (ii) of this Section 6.3(a)) without giving effect to any materiality qualifications set forth therein, shall have been accurate in all respects true and correct as of the entry into date of this Agreement and shall be accurate in all respects true and correct at and as of the Closing Date as if though made on at and as of the Closing Date (except for without giving effect to any such representations qualification by “materiality” or “Material Adverse Effect” and warranties made as words of a specific date, which shall have been accurate in all respects as of such datesimilar import set forth therein), except where such inaccuraciesfailures to be so true and correct would not, individually or in the aggregate, would not have a Partnership Material Adverse Effect;; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in the foregoing clauses (i), (ii) and (iii), as applicable) only as of such date or period. (b) Each of the Partnership, Partnership GP and Partnership Managing GP The Company shall have performed and complied in all material respects performed all obligations and complied with all covenants each covenant required by this Agreement to be performed or complied with by it prior to the Effective Time;. (c) The Partnership Company shall have delivered to Parent a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior a duly authorized executive officer of Partnership Managing GPthe Company, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been duly satisfied; and. (d) There From the date of this Agreement, there shall not have occurred since the entry into this Agreement any fact, circumstance, effect, change, event or development that has had or would reasonably be expected to have a Partnership Material Adverse Effect.

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent and Merger Sub to effect the Merger is are further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Partnership, Partnership GP Company contained in this Agreement (other than the representations and Partnership Managing GP set forth in: (i) Section 3.1(a) (Qualification, Organization), warranties contained in Section 3.2(a) (Equity Interests), Section 3.2(b) (Equity Interests) (first sentence only), Section 3.2(c) (Equity Interests), and Section 3.2(d) (Equity Interests) (first and third sentence only) and Section 3.2(e) (Equity Interests) (first sentence only (excluding clauses (D) and (E) thereof)), Section 3.4(a) (Authority; NonContravention) and Section 3.23 (Finders or Brokers) shall have been accurate in all material respects be true and correct as of the entry into this Agreement and shall be accurate in all material respects Effective Time as of the Closing Date, as if though made on and as of the Closing Date Effective Time except (except A) for any such changes specifically permitted by the terms of this Agreement, (B) that those representations and warranties made which address matters only as of a specific date, which particular date shall have been accurate in all material respects be true and correct as of such date); (ii) Section 3.11 (Absence of Certain Changes or Events) shall be accurate in all respects as of the entry into this Agreement; (iii) Article III (other than those addressed in the foregoing clauses (i) particular date and (ii)C) without giving effect where the failure to any be so true and correct, when taken together and disregarding all qualifications and exceptions contained therein relating to materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except where such inaccuracies, individually or in the aggregateMaterial Adverse Effect, would not reasonably be expected to have a Partnership Material Adverse Effect; (b) Each The representations and warranties of the PartnershipCompany contained in Section 3.2(a), Partnership GP Section 3.2(b) and Partnership Managing GP Section 3.2(d) shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date; (c) The Company shall have performed in all material respects performed all obligations and complied with all material covenants required by this Agreement to be performed or complied with by it prior to the Effective Time;; and (cd) The Partnership Company shall have delivered to Parent a certificate, dated the Closing Date Effective Time and signed by the its Chief Executive Officer or another senior officer of Partnership Managing GP, Executive Vice President certifying to the effect that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(b6.3(c) have been satisfied; and (d) There shall not have occurred since the entry into this Agreement a Partnership Material Adverse Effect.

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent and Merger Sub to effect the Merger is further subject to the fulfillment (or the waiver in a writing signed by Parent, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Partnership, Partnership GP and Partnership Managing GP Company set forth in: in (i) Section 3.1(a) (QualificationSections 3.1, Organization3.3(a), Section 3.2(a) (Equity Interests), Section 3.2(b) (Equity Interests) (first sentence only), Section 3.2(c) (Equity Interests), Section 3.2(d) (Equity Interests) (first and third sentence only) and Section 3.2(e) (Equity Interests) (first sentence only (excluding clauses (D) and (E) thereof)), Section 3.4(a) (Authority; NonContravention) and Section 3.23 (Finders or Brokers3.10(b) shall have been accurate be true and correct in all material respects as of the entry into this Agreement Closing Date as though made at and shall be accurate in all material respects as of the Closing Date, (ii) Sections 3.2, 3.3(b) and (c), 3.19, 3.20 and 3.22 shall be true and correct as if of the Closing Date as though made on at and as of the Closing Date (Date, except for any such representations and warranties made as of a specific dateimmaterial inaccuracies, which shall have been accurate in all material respects as of such date); (ii) Section 3.11 (Absence of Certain Changes or Events) shall be accurate in all respects as of the entry into this Agreement; (iii) Article ARTICLE III (other than those addressed in the representations and warranties contemplated by the foregoing clauses (i) and (ii) of this Section 6.3(a)) without giving effect to any materiality qualifications set forth therein, that are qualified by a “Material Adverse Effect” qualification shall have been accurate be true and correct in all respects as of the entry into this Agreement so qualified at and shall be accurate in all respects as of the Closing Date as if though made on at and as of the Closing Date, and (iv) ARTICLE III (other than the representation and warranties contemplated by the foregoing clauses (i) and (ii) of this Section 6.3(a)) that are not qualified by a “Material Adverse Effect” qualification shall be true and correct at and as of the Closing Date (except for any such representations as though made at and warranties made as of a specific date, which shall have been accurate in all respects as of such date)the Closing Date, except where such inaccuraciesfailures to be so true and correct that have not had, individually or in the aggregate, would not have a Partnership Material Adverse Effect;; provided that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i), (ii), (iii) or (iv) as applicable) only as of such date or period. (b) Each of the Partnership, Partnership GP and Partnership Managing GP The Company shall have performed and complied with, in each case, in all material respects performed all obligations and complied with respects, all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time;. (c) The Partnership Company shall have delivered to Parent a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior a duly authorized executive officer of Partnership Managing GPin their capacity as such (and not individually), certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied; and. (d) There Parent shall have received from the Company a certification dated as of the Closing sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(b)(3) of the Code, stating that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; provided, however, that provision of such certification shall not be a condition to Closing and that the sole remedy for failure to provide such certification shall be that Parent shall be entitled to withhold any amount required to be withheld pursuant to applicable Law. (e) The Majority Stockholder Agreements shall have been terminated in their entirety as of the Effective Time, in each case, with no further force or effect, and no further obligations, monetary or otherwise, or Liability shall remain or otherwise continue in connection with the Majority Stockholder Agreements as of and after the Effective Time. (f) The Company shall have consummated or shall consummate substantially with the Effective Time the transactions contemplated by the VKidz Agreement in accordance with the terms and conditions thereof, without the amendment, modification or waiver in any material respect of any material term or condition thereof, subject to Section 5.15. (g) Since the date hereof, there shall not have occurred since the entry into this Agreement a Partnership Material Adverse Effect.

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Partnership, Partnership GP and Partnership Managing GP Company set forth in: (i) Section 3.1(a) (Qualificationin this Agreement, Organization)disregarding for this purpose any “Company Material Adverse Effect” or materiality qualification, Section 3.2(a) (Equity Interests), Section 3.2(b) (Equity Interests) (first sentence only), Section 3.2(c) (Equity Interests), Section 3.2(d) (Equity Interests) (first shall be true and third sentence only) correct at and Section 3.2(e) (Equity Interests) (first sentence only (excluding clauses (D) and (E) thereof)), Section 3.4(a) (Authority; NonContravention) and Section 3.23 (Finders or Brokers) shall have been accurate in all material respects as of the entry into date of this Agreement and shall be accurate in all material respects at and as of the Closing Date as though made at and as of the Closing Date, as if made on and as of the Closing Date (except for any such representations failures to be true and warranties made correct as of a specific date, which shall have been accurate in all material respects as of such date); (ii) Section 3.11 (Absence of Certain Changes or Events) shall be accurate in all respects as of the entry into this Agreement; (iii) Article III (other than those addressed in the foregoing clauses (i) and (ii)) without giving effect to any materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except where such inaccuracieswould not have, individually or in the aggregate, would not have a Partnership Company Material Adverse Effect;Effect (except that the representations and warranties contained in the second sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c) and Section 3.21 shall be true and correct in all material respects); provided, however, that, with respect to representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth above) only as of such date or period. (b) Each of the Partnership, Partnership GP and Partnership Managing GP The Company shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time;. (c) The Partnership Company shall have delivered to Parent a certificate, dated the Closing Date Effective Time and signed by the its Chief Executive Officer or another senior officer of Partnership Managing GPofficer, certifying to the effect that the conditions set forth in Section Sections 6.3(a) and Section 6.3(b) have been satisfied; and. (d) There The Company and its Subsidiaries, on a consolidated basis, shall have realized not have occurred since less than $255 million in EBITDA (as hereinafter defined) for the entry into this Agreement a Partnership Material Adverse Effectfiscal year ended December 31, 2007. “EBITDA” shall mean EBITDA as defined in the existing indenture, dated as of December 23, 2004, governing the 7 7/8% Senior Subordinated Notes due 2012 of Holdings modified as follows: (i) business optimization expenses and other restructuring charges under clause (4) thereof shall only be permitted to be added back up to an aggregate amount of $5,000,000 for the twelve -month period ended December 31, 2007 and (2) EBITDA for the 3-month period ended March 31, 2007 and June 30, 2007, respectively, shall be deemed to be $32,700,000 and $88,300,000, respectively.

Conditions to Obligation of Parent to Effect the Merger. The obligation of Parent to effect the Merger is further subject to the fulfillment satisfaction (or the waiver by Parentwaiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Each of the representations and warranties of the PartnershipCompany contained in this Agreement shall be true and correct as of the date hereof and as of the Closing, Partnership GP and Partnership Managing GP set forth in: except (i) 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 (ii) other than with respect to (x) the representations and warranties set forth in Section 3.1(a) (Qualification, Organization3.2(a), Section 3.2(a) (Equity Interestsb)(i), Section 3.2(b) (Equity Interests) (first sentence only), Section 3.2(c) (Equity Interests), Section 3.2(d) (Equity Interests) (first and third sentence only) and Section 3.2(e) (Equity Interests) (first sentence only (excluding clauses (Dc)(i) and (Ed) thereof)(Capital Stock), Section 3.4(a) (AuthorityCorporate Authority Relative to the Transaction; NonContraventionNo Violation) and Section 3.23 3.22 (Finders or Brokers) Takeover Statutes), which shall have been accurate be true and correct in all material respects as of respects, and (y) the entry into this Agreement representation and shall be accurate warranty set forth in all material respects as of the Closing Date, as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); (iiSection 3.15(b) Section 3.11 (Absence of Certain Changes or Events) ), which shall be accurate true and correct in all respects as of respects, where the entry into this Agreement; failure to be so true and correct (iii) Article III (other than those addressed in the foregoing clauses (i) and (ii)) without giving effect regard to any Material Adverse Effect or other materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date), except where such inaccuraciesrepresentation or warranty) would not reasonably be likely, individually or in the aggregateaggregate with the failure of other representations or warranties to be true and correct, would not to have a Partnership Material Adverse Effect; (b) Each of the Partnership, Partnership GP and Partnership Managing GP The Company shall have performed in all material respects performed all obligations and complied with all covenants and obligations required by this Agreement to be performed or complied with by it prior to the Effective TimeClosing; (c) The Partnership Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or another senior an executive officer of Partnership Managing GPthe Company, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied; and; (d) There The Secured Lenders shall not have occurred since performed in all material respects all covenants and obligations required by the entry into this Agreement Note Purchase Agreements to be performed or complied with by the Secured Lenders prior to the Closing; (e) All Regulatory Approvals, the failure of which to make or obtain would reasonably be likely, individually or in the aggregate, to have a Partnership Material Adverse Effect.Effect shall have been made or obtained; (f) All Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition or consequence that would result in a Regulatory Adverse Condition. All Regulatory Approvals obtained from the FCC shall have been obtained by Final Order. For the purpose of this Agreement, “Final Order” means an action or decision that has been granted as to which (i) (A) no request for a stay or any similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and (B) any deadline for filing such a request