Common use of Conditions to Obligation of Purchaser Clause in Contracts

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to effect and consummate the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions, unless the Purchaser shall waive such fulfillment in writing: (a1) Each This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the Transaction; (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller shall have performed in all material respects each of the Seller's agreements and obligations specified in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction; (4) No material adverse change shall, in the judgment of the Purchaser, have taken place in the business condition (financial or otherwise), operations, or prospects of the Acquired Business or the Acquired Assets since the date of this Agreement other than those, if any, that result from the changes permitted by this Agreement; (5) The representations and warranties of the Seller contained set forth in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects as of the Closing date of this Agreement and, except in such respects as, in the judgment of the Purchaser, do not materially and adversely affect the business, condition (other than such representations and warranties financial or otherwise), operations, or prospects of the Acquired Business or the Acquired Assets, as are of the Closing, as if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Closing; and (b6) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received from the Seller an officers' certificate, executed copy of each by the Chief Executive Officer and Chief Financial Officer of the documents required Seller (in their capacities as such), dated the Closing Date, as to be delivered the satisfaction of the conditions in Paragraphs (3), (4), and (5) of this section (to it pursuant to Section 2.09(athe best of their knowledge). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The Subject to Section 6.04, the obligation of Purchaser to consummate complete the Transactions shall be Acquisition and the Purchaser Share Issuance is also subject to the fulfillment or satisfaction (or, if permitted by applicable Law, written waiver by Purchaser, at or prior to ) as of the Closing, of each Closing of the following conditions: (a) Each representation and warranty of the Seller set forth in Article III (except those representations and warranties of Seller contained set forth in this Agreement the proviso below and any Company Representation or Warranty) shall be true and correct (without regard to any qualification as to materiality “materiality” or “Seller Material Adverse Effect (other than with respect to Effect” or similar materiality qualifiers) in all respects as of the representation contained in Section 4.05(b))) date hereof and as of the Closing Date as though made on and as of the Closing Date, except (other than i) to the extent that such representations and warranties as are made as of another expressly relate to an earlier date, in which case the same shall continue on the Closing Date to be true and correct as of such date), except earlier date and (ii) only where the failure of such representations and warranties to be so true and correct would notcorrect, individually or in the aggregate, has not had and would not reasonably be expected to result in have a Seller Material Adverse Effect. The covenants ; provided that the Seller Fundamental Representations shall be true and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed correct in all material respects. Purchaser respects as of the Closing Date as though made on and Xxxxxx shall have received as of such date (or, in the case of representations and warranties that address matters only as of a certificate signed on behalf particular date, as of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedsuch date). (b) Each Seller shall have performed or complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by Seller at or prior to the Closing. (c) Seller shall have delivered to Purchaser (i) a certificate, dated as of the representations Closing Date, stating that the conditions specified in Sections 6.02(a), 6.02(b) and warranties 6.02(d) have been satisfied and (ii) a copy of Xxxxxx contained the resolutions or written decisions from the Seller’s board of directors approving the Seller’s (A) execution, delivery and performance of the Transaction Agreements, (B) consummation of the transactions contemplated thereby, and (C) compliance with the terms and conditions hereof and thereof. (d) (i) Each representation and warranty of Seller set forth in this Agreement Section 3.02 and Section 3.09(a) shall be true and correct (without regard to any qualification “materiality” or “Company Business Material Adverse Effect” or similar materiality qualifiers) in all respects as to materiality) of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (other than A) to the extent that such representations and warranties as are made as of another expressly relate to an earlier date, in which case the same shall continue on the Closing Date to be true and correct as of such earlier date), except (B) only where the failure of such representations and warranties to be so true and correct would notcorrect, individually or in the aggregate, has not had and would not reasonably be expected to materially delay have a Company Business Material Adverse Effect (the failure of such representations and warranties to be true and correct and such failure, individually or prevent in the consummation aggregate, has had or would reasonably be expected to have a Company Business Material Adverse Effect, is referred to herein as a “Company Representation Breach”) and (ii) from the date of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing date of the Approval, there shall not have been complied with a Company Material Adverse Effect; provided that in the case of each of clause (i) and (ii) of this Section 6.02(d) a Company Material Adverse Effect or performed in all material respects. Purchaser and Seller Company Representation Breach shall be deemed not to have received a certificate signed on behalf occurred, for purposes of Xxxxxx by an officer this Section 6.02(d), if, as of Xxxxxx the date hereof, to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents Knowledge of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law Purchaser, a Company Material Adverse Effect or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoinsCompany Representation Breach has occurred, or makes illegal the consummation of the Transactionswould be reasonably expected to occur. (e) Purchaser Seller shall have received delivered to Purchaser an executed copy opinion of each a Big Four Accounting Firm, which can be relied upon by Purchaser, stating that, pursuant to the terms of the documents India-Singapore Double Tax Treaty and the IT Act, (i) the sale of Sale Shares by Seller to Purchaser should not be taxable in India and (ii) Purchaser should not be required to be withhold Tax from any payment of the Purchaser Share Consideration delivered to it pursuant to Section 2.09(aSeller in the Acquisition (the “WHT Opinion”). (f) With respect Seller shall have delivered to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning or caused to be delivered to Purchaser, a certified true copy of the Foreign Investment in Real Property Tax Act share register of 1980, substantially in the form Company reflecting Purchaser’s ownership of Exhibit F heretothe Sale Shares. (g) The Seller shall have delivered to Purchaser, or caused to be delivered to Purchaser, a certified true copy of duly executed resolutions of the Board approving the appointment of a total of four additional representatives of Purchaser to serve as directors on the Board. (h) From the date hereof to the Closing, the Company shall not have: (i) entered into any Contract or transaction (or series of related transactions) (including any Business Combination or similar transaction) providing for or resulting in (A) any Person becoming the Beneficial Owner of more than 35% of the issued and outstanding Monsoon Voting Securities (or the Person surviving the relevant transaction) or otherwise acquiring (directly or indirectly) effective control of the Company and its Subsidiaries or (B) the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; (ii) sold, exchanged, transferred or otherwise disposed of any assets or subsidiary of the Company if (A) the annualized revenue generated by such assets or subsidiary, together with the annualized revenue of all other assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, exceeds 50% of the Company’s consolidated total revenue for the preceding fiscal year, (B) such assets or subsidiary, together with all other assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, represents more than 50% of the Company’s consolidated total assets as of the end of the preceding fiscal year or (C) such assets or subsidiary, together with all other assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, represents more than 50% of the Company’s total number of transactions contemplated by for the Triage Purchase Agreement preceding fiscal year; (iii) entered into any line of business other than the online travel and travel services businesses; or (iv) incurred, assumed, issued, guaranteed or otherwise become liable for Indebtedness which, when aggregated with the principal amount of all other Indebtedness then outstanding, which would require approval of the Company’s shareholders under Applicable Law, or which would exceed 20% of the consolidated total assets of the Company as of the end of the preceding fiscal year. Capitalized terms used in clauses (i), (ii), (iii) and (iv) of this Section 6.02(h) shall be simultaneously consummatedhave the meaning ascribed to such terms in the Terms of Issue.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions that are to be consummated at the Closing is subject to the fulfillment or written waiver by Purchasersatisfaction, at or prior to as of the ClosingClosing Date, of each of the following conditions:further conditions (any of which may be waived by Purchaser in whole or in part): (a) Each of the (i) representations and warranties of Seller contained set forth in this Agreement Article IV and Article V (other than the Fundamental Representations) shall be true and correct (without regard giving effect to any qualification as to materiality or “material”, “materially”, “materiality”, “Company Material Adverse Effect (Effect”, “material adverse effect”, “material adverse change” or similar qualifiers contained in any of such representations and warranties other than with respect to the representation those contained in Section 4.05(b))5.05 or Section 5.07) in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a Company Material Adverse Effect, in each case, as of the date of this Agreement, the FFL Closing Date (to the extent such date occurs) and as of the Closing Date as though made on and as of the FFL Closing Date and the Closing Date, as applicable (other than except to the extent that any such representations and warranties as are made as of another date, which such representations and warranties shall be true and correct in all respects as of such other date), (ii) representations and warranties of Seller set forth in Sections 4.05 (Judgments), 4.07 (Brokers), 5.02(a) (Capitalization), 5.10(b) (Intellectual Property), 5.14(b) (Proceedings; Judgments), and 5.20 (Brokers) shall be true and correct in all material respects as of the date of this Agreement and as of the FFL Closing Date (to the extent such date occurs) and the Closing Date as though made on and as of the FFL Closing Date and the Closing Date, as applicable (except where to the failure of extent that any such representations and warranties to are made as of another date, which such representations and warranties shall be so true and correct would notin all respects as of such other date) and (iii) representations and warranties of Seller set forth in Sections 4.01 (Organization), individually 4.02(a) (Authority), 4.02(b) (Execution and Delivery), 4.04 (Title to Purchased Interests), 5.02(b) (Capitalization), 5.02(c) (Capitalization), 5.02(d) (Capitalization), and 5.03(a) (Authority) of Seller shall be true and correct in all respects as of the date of this Agreement and as of the FFL Closing Date (to the extent such date occurs) and the Closing Date as though made on and as of the FFL Closing Date and Closing Date, as applicable (except to the extent that any such representations and warranties are made as of another date, which such representations and warranties shall be true and correct in all respects as of such other date). (b) Seller shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date. (c) Since the date of this Agreement, no Company Material Adverse Effect shall have occurred and no other events shall have occurred that would, in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have delivered, or cause to be delivered, to Purchaser the following: (i) membership interest certificates representing the Purchased Interests, duly endorsed in blank or accompanied by duly executed membership interest powers, in each case, with all necessary transfer tax and other revenue stamps (the cost of which shall be allocated as set forth in Section 7.12(b)), affixed and canceled; (ii) a certificate signed by Seller certifying that each of the conditions specified in subsections (a), (b) and (c) of this Section 8.02 have been promulgatedsatisfied; (iii) resignations, enteredeffective as of the Closing Date, enforcedof each manager (if applicable), enacted director (if applicable) and officer of the Brand Companies identified on Schedule 8.02(d)(iii); (iv) the IP License Agreement, executed by Gaiam Americas and Gaia, Inc.; (v) the Transition Services Agreement, executed by Seller; (vi) the SVOD Rights Assignment Agreement, executed by Gaiam Americas and Gaia, Inc.; (vii) the SVOD Sub-License Agreement, executed by Gaiam Americas and Gaia, Inc.; (viii) the Escrow Agreement, executed by Seller and the Escrow Agent; (ix) a certificate of good standing or existence of Seller and each domestic Brand Company issued as of a date not more than 15 days prior to the Closing Date by any the appropriate Governmental Authority that remains Entity (e.g., Secretary of State) of its jurisdiction of formation or incorporation; (x) a certificate of the Secretary of Seller certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of Seller’s and that prohibitseach Brand Company’s Organizational Documents, enjoinsand (2) all requisite resolutions or actions of the Board approving the execution and delivery of this Agreement, or makes illegal the other Collateral Agreements and the consummation of the Contemplated Transactions, and (B) as to the incumbency and signatures of the officers of Seller executing this Agreement and any other Collateral Agreement or other document, certificate or instrument relating to the Contemplated Transactions; (xi) a certificate pursuant to U.S. Treasury Regulations §1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code; (xii) at least two (2) Business Days prior to the Closing, pay-off letters, in form and substance reasonably satisfactory to Purchaser, duly executed by each holder of Funded Indebtedness then outstanding, which include evidence that all Liens arising under such Funded Indebtedness have been or will be released upon payment in full of all outstanding amounts thereunder (the “Pay-Off Letters”); and (xiii) at least two (2) Business Days prior to the Closing, final invoices, in form and substance reasonably satisfactory to Purchaser, duly executed by each payee of Company Transaction Expenses, which invoices include the amount of Company Transaction Expenses incurred and owing to such Person as of the Closing and releasing the Brand Companies and its Affiliates from all obligations and Liabilities in connection with the repayment in full of such Company Transaction Expenses. (e) Purchaser Seller shall have received an executed copy of each of the documents required delivered, or cause to be delivered delivered, to it pursuant the Payroll Provider (i) the Transferred Employee Accrued PTO Amount and (ii) $500,000 in respect of certain severance obligations of Seller and the Brand Companies, in each case, to Section 2.09(a)be paid in accordance with the instructions provided by Seller to the Payroll Provider. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Either, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement Gaiam-FFL APA shall be simultaneously have been consummated, or Seller shall have caused the Brand Companies to have transferred and assigned the Acquired Assets, as defined in the Gaiam FFL APA, to Seller in accordance with Section 7.22 hereof.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the The representations and warranties of Seller contained Sellers set forth in this Agreement Article 3 above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing (other than such representations and warranties as are made as date of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Closing; (b) Each of the representations Sellers shall have performed and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed all of its covenants hereunder in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to respects through the effect that the conditions set forth in this Section 8.01(b) have been satisfied.Closing; (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) Sellers shall have been received.procured all of the third party consents required by Purchaser, if applicable; (d) No Law action, suit or Judgment (whether temporaryProceeding shall be pending or threatened before any Court or quasi-judicial or administrative agency of any federal, preliminary state, county, local or permanent) shall have been promulgatedforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, enteredjudgment, enforcedOrder, enacted or issued by any Governmental Authority that remains in effect and that prohibitsdecree, enjoinsruling, or makes illegal the charge would (i) prevent consummation of any of the Transactions.transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Purchaser to own the Purchased Assets and to operate the Business (and no such injunction, judgment, Order, decree, ruling, or charge shall be in effect); (e) Sellers and Purchaser shall have received all authorizations, consents, and approvals of Governmental Entities that are required, including the TSX Venture Exchange, in order to consummate the transaction contemplated hereby, and none of such authorizations, consents, and approvals shall contain any terms, limitations, or conditions which Purchaser determines in good faith to be materially burdensome to Purchaser, or which restrict Purchaser from owning or operating the Purchased Assets or from conducting the Business in substantially the same manner as conducted on the date hereof; (f) Purchaser shall have received from counsel to the Sellers an executed copy of each opinion in form and substance satisfactory to Purchaser, addressed to Purchaser, and dated as of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning date of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto.Closing; (g) The There shall not have been any occurrence, event, incident, action, failure to act, or transaction since October I, 2017 which has had or is reasonably likely to cause a Material Adverse Effect on the Business or the Purchased Assets; (h) Purchaser shall have completed its business, accounting and legal due diligence review of the Business and Purchased Assets and the results thereof shall be reasonably satisfactory to Purchaser; (i) Purchaser shall have obtained the financing required to pay the portion of the Purchase Price payable at Closing; (j) Sellers shall have complied to the extent necessary with any applicable bulk sales or bulk transfer laws; and (k) All actions to be taken by Sellers in connection with consummation of the transaction contemplated hereby and all agreements, including this Agreement, certificates, opinions, instruments, and other documents, including the Transaction Documents, required to affect the transactions contemplated by hereby will be satisfactory in form and substance, and executed and delivered, if applicable, to Purchaser. Purchaser may waive any condition specified in this Section 6.1 if it executes a written instrument so stating at or prior to the Triage Purchase Agreement shall be simultaneously consummatedClosing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment satisfaction, or written waiver by Purchaser, at on or prior to the Closing, of each of the following further conditions: (i) There shall not be any material litigation brought by any Governmental Authority: (a) Each seeking to restrain or prohibit the consummation of the Closing, or seeking to obtain from the Seller or Purchaser any material damages; (b) seeking to impose limitations on the ability of Purchaser, or rendering Purchaser unable to consummate the Closing; or (c) seeking to impose material limitations on the ability of Purchaser effectively to exercise full rights of ownership of the Jacuzzi Shares, including the right to vote the Jacuzzi Shares. (ii) (a) 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, and (b) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) at and as of the Closing (other than such representations Date, as if made at and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. . (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf all documents it may reasonably request relating to the existence of Seller by an officer and the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Purchaser. (iv) No change in the number of Jacuzzi Shares shall have occurred since the date of this Agreement and the Jacuzzi Shares owned by Seller shall not be less than 60% of the fully diluted issued and outstanding shares of Common Stock as of the Closing Date. (v) Purchaser shall have obtained the following approvals which must remain in full force and effect that as of the conditions set forth in this Section 8.01(aClosing Date: (a) The shareholders of Purchaser shall have been satisfiedapproved the Agreement and the transactions contemplated thereby at a general meeting to be convened. (b) Each No later than eight (8) weeks after the date of this Agreement, the Hong Kong Stock Exchange shall have approved the transactions contemplated herein, to the extent necessary. (vi) No material adverse change shall have occurred with respect to the business, operations or financial condition of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification Company Group, taken as to materiality) as a whole, since the filing date of the Closing Company’s annual report on Form 10-K for its fiscal year ended September 30, 2005 (as filed on December 23, 2005) (the “Company’s 2005 Form 10-K”) until the Closing, except for any such changes resulting from (a) the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer offers, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees), (b) changes or conditions affecting generally the industries in which members of the Company Group operate generally, globally, in the United States or in any of the other countries in which the Company Group has material operations or sales (including any changes resulting from or arising in connection with any outbreak or escalation of war, terrorism or other conflict), but not such changes or conditions adversely affecting the Company Group disproportionately, (c) changes in any of the U.S., UK, Hong Kong or other global financial markets (other than such representations those changes that result in the suspension of trading in those markets for longer than two (2) business days), (d) changes in accounting requirements or principles or any change in applicable law or the interpretation or enforcement thereof, (e) any acts of, or on behalf of, any member of the Purchaser Group or (f) changes in the resolution of the litigation with respect to the Company or its subsidiaries as it relates to the existing class action and warranties as are made derivative lawsuits. For the avoidance of doubt, the parties agree that an increase of more than 10% to the Company’s UK pension plan “past service deficit” of US $40 million as of another dateDecember 31, which 2004 as reflected in the Company’s 2005 Form 10-K shall constitute a material adverse change to the business, operations and financial condition of the Company Group for purposes of this Section 6.B(vi); provided that the determination of any such increase shall be true calculated using the same methods, assumptions and correct rates (including, without limitation, the same currency exchange rate) and shall be calculated assuming the market value of the assets achieved the same rate of return, in each case, as the methods, assumptions, rates and rate of return used to calculate “past service deficit” as of such date)December 31, except where the failure of such representations and warranties to be so true and correct would not, individually or 2004 as reflected in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Company’s 2005 Form 10-K. (vii) Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect executed and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within Purchaser the meaning of the Foreign Investment in Real Property Tax Act of 1980, Assignment substantially in the form of Exhibit F A hereto. (gviii) Purchaser shall have completed its confirmatory due diligence and shall have determined that there is not any untrue statement of a material fact or omission to state a material fact necessary to make the statements made in the Company’s 2005 Form 10-K, in light of the circumstances under which they were made, not misleading or which would have been material to the business, operations or financial condition of the Company Group, taken as a whole. For the avoidance of doubt, the parties agree that a determination by Purchaser’s actuaries that the actual “past service deficit” of the Company’s UK pension plan, as of December 31, 2004, is more than 10% greater than the US $40 million “past service deficit” reported by the Company as of such date in the Company’s 2005 Form 10-K shall be deemed to be conclusive proof of an untrue statement of a material fact in the Company’s 2005 Form 10-K for purposes of this Section 6.B(viii); provided that the determination of any such increase shall be calculated using the same methods, assumptions and rates (including, without limitation, the same currency exchange rate) and shall be calculated assuming the market value of the assets achieved the same rate of return, in each case, as the methods, assumptions, rates and rate of return used to calculate “past service deficit” as of December 31, 2004 as reflected in the Company’s 2005 Form 10-K. (ix) No later than eight (8) weeks after the date of this Agreement, the Board of Directors of Purchaser shall have received a fairness opinion in form and substance reasonably satisfactory to it. (x) To the extent legally required or required by the provisions of any UK pension plan of the Company Group, the Pension Trustee shall have approved the sale of the Jacuzzi Shares contemplated hereby. (xi) To the extent legally required, the Company’s court-appointed monitor shall have approved the sale of the Jacuzzi Shares contemplated hereby. (xii) After Purchaser and Seller have received a clearance from the UK Pension Regulator, Seller shall have caused Purchaser’s designees (or other persons acceptable to Purchaser) and one designee of Seller to be appointed or elected so that such designees of Purchaser constitute a majority of the Board of Directors of the Company on or before the Closing Date in accordance with Section 5.L hereof. (xiii) Purchaser shall have received prior to the date of this Agreement opinions from Xxxxxx Xxxxxx and Xxxxxxx and Xxxxx Xxxxxx, in each case, addressed to Purchaser and Seller and in the forms attached to this Agreement as Exhibit B-1 and Exhibit B-2, to the effect that the provisions of the Nevada Control Share Statute and the provisions of Nev. Rev. Stat. Sec. 78.411 to 78.444 (the “Nevada Business Combinations Statute”) are inapplicable to the Company and to the sale of the Jacuzzi Shares as of the date of such opinions by reason of the number of registered stockholders of record of the Company’s shares of Common Stock, and such opinion of Xxxxxx Xxxxxx shall be confirmed as of the Closing Date through a bring down opinion reasonably acceptable to Purchaser delivered at Closing. (xiv) The transactions contemplated provisions of the Nevada Control Share Statute and the provisions of the Nevada Business Combinations Statute shall continue to be inapplicable to the Company and to the sale of the Jacuzzi Shares as of the Closing Date by reason of the number of registered stockholders of record of the Company’s shares of Common Stock. (xv) Purchaser shall have received the Security Release, in form and substance reasonably satisfactory to it. (xvi) If requested by the Triage Purchase Agreement Purchaser, the bylaws of the Company shall be simultaneously consummatedhave been amended to provide that the provisions of the Nevada Control Share Statute do not apply to the Company in the event the Company had been subject to, prior to Closing, the Nevada Control Share Statute.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to effect and consummate the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions, unless the Purchaser shall waive such fulfillment in writing: (a1) Each This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the Transaction; (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction; (3) The Seller shall have performed in all material respects each of the Seller's agreements and obligations specified in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction; (4) No material adverse change shall, in the judgment of the Purchaser, have taken place in the business condition (financial or otherwise), operations, or prospects of the Acquired Business or the Acquired Assets since the date of this Agreement other than those, if any, that result from the changes permitted by this Agreement; (5) The representations and warranties of the Seller contained set forth in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects as of the Closing date of this Agreement and, except in such respects as, in the judgment of the Purchaser, do not materially and adversely affect the business, condition (other than such representations and warranties financial or otherwise), operations, or prospects of the Acquired Business or the Acquired Assets, as are of the Closing, as if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Closing; and (b6) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received from the Seller an officers certificate, executed copy of each by the Chief Executive Officer and Chief Financial Officer of the documents required Seller (in their capacities as such), dated the Closing Date, as to be delivered the satisfaction of the conditions in Paragraphs (3), (4), and (5) of this section (to it pursuant to Section 2.09(athe best of their knowledge). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a9.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b9.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c9.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f9.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F I hereto. (g) The transactions contemplated by the Triage Purchase Agreement dated as of the date hereof by and among Seller, Purchaser, for purposes of Section 11.15, Purchaser Parent and for the limited purposes set forth therein, Xxxxxx (the “BNP Purchase Agreement”), shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Seller contained set forth in this Agreement Article III above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date; (other than such representations b) the Sellers shall have performed and warranties as are made as complied with all of another datetheir covenants hereunder in all material respects through the Closing; (c) the Sellers shall have procured all of the third party consents specified in Section 3.2(b); (d) no action, which suit, or proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of such date)any federal, except where state, county, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the failure transactions contemplated by this Agreement, (ii) cause any of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation, or performed by Seller on (iii) affect adversely the right of the Purchaser to own the Transferred Assets and to operate the Business of the Sellers (and no such injunction, judgment, order, decree, ruling, or before charge shall be in effect); (e) the Closing Sellers shall have been complied with or performed in all material respects. delivered to Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that each of the conditions set forth specified above in this Section 8.01(a6.1(a)-(d) have been satisfied.is satisfied in all respects; (bf) Each of the representations Sellers and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed all authorizations, consents, and approvals of Governmental Entities that are required in order to consummate the transactions contemplated hereby, and none of such authorizations, consents, and approvals shall contain any terms, limitations, or conditions which Purchaser determines in good faith to be materially burdensome to Purchaser, or which restrict Purchaser from owning or operating the Transferred Assets or from conducting the Business in substantially the same manner as conducted on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.date hereof; (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (eg) Purchaser shall have received from counsel to the Sellers an executed copy of each opinion in form and substance satisfactory to Purchaser, addressed to Purchaser, and dated as of the Closing Date; (h) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since June 30, 2016 which has had or is reasonably likely to cause a material adverse effect on the Business; (i) Purchaser shall have completed its business, accounting and legal due diligence review of the Business, the Transferred Assets and the Foreign Subsidiaries, and the results thereof shall be reasonably satisfactory to Purchaser; (j) Purchaser shall have received such pay-off letters and releases relating to the Indebtedness as it shall have requested and such pay-off letters shall be in form and substance satisfactory to it; (k) Purchaser shall have received assignment and assumptions of lease for each Lease in form and substance satisfactory to Purchaser; (l) the Sellers shall have complied to the extent necessary with any applicable bulk sales or bulk transfer laws; (m) the Inventory included in the Transferred Assets shall include at least $6 million of saleable Inventory for the NoNo Consumer Product calculated on a GAAP basis; (n) the Parent shall have obtained the written consent of its stockholders to the transactions contemplated by this Agreement and at least twenty (20) days shall have passed since the filing and mailing of the definitive Information Statement; (o) all actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within effect the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by hereby will be satisfactory in form and substance to the Triage Purchase Agreement shall be simultaneously consummatedPurchaser. Purchaser may waive any condition specified in this Section 6.1 if it executes a written instrument so stating at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated by this Agreement and the other Transaction Documents is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, Closing of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by Purchaser (provided that no such waiver shall be deemed to have cured any Breach of any representation, warranty, or covenant made in this Agreement): (a) Each of the The representations and warranties of Seller contained in this Agreement Agreement, considered in the aggregate, shall be true true, correct, and correct complete in all material respects (without regard to any qualification as to materiality other than (i) those representations and warranties that are Fundamental Reps or are qualified by Material Adverse Effect or similar qualification, which shall each be true, correct, and complete in all respects and (other than with respect to the representation contained ii) those representations and warranties set forth in Section 4.05(b2.8 (Taxes), Section 2.13 (Employee Benefits), Section 2.15 (Litigation), Section 2.16 (Compliance with Laws; Permits) and Section 2.17 (Environmental Matters), which (A) shall each be true, correct and complete in all respects as would not, individually or in the aggregate be reasonably likely to result in any unindemnified post-Closing Liability to Purchaser of at least $450,000, and (B) in the case of Section 2.15 (Litigation), would not result in a claim which would be subject to any of clauses (A), (B), (D) or (E) of Section 6.3(a)(iii); in all cases, both as of the date of this Agreement and as of the Closing (other than such representations and warranties as that are made as of another a specified date, which representations and warranties shall be true true, correct, and correct complete as of such date), except where the failure of such representations . (b) Seller shall have performed or complied in all material respects with all obligations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in required by this Agreement to be performed or complied with or performed by Seller on at or before prior to the Closing, provided that the obligations and covenants required by Section 4.8 and Section 4.11 shall be complied with in all respects. (c) There shall not have occurred a Seller Material Adverse Effect. (d) No temporary restraining Order, preliminary or permanent injunction, cease and desist Order, or other Order issued by any Governmental Body, shall be in effect prohibiting or preventing the transactions contemplated by this Agreement or any other Transaction Document. (e) Purchaser or its Affiliates shall have obtained all Permits set forth in Section 5.1(e) of the Disclosure Schedule (the “Closing Permits”) from applicable Governmental Bodies to the extent any such Permit of Seller is not transferable or assignable to Purchaser pursuant to this Agreement. (f) The Reorganization and IPO shall have been complied with or performed in all material respects. Purchaser and Xxxxxx consummated; (g) Seller shall have received delivered the following to Purchaser: (i) a certificate signed on behalf certificate, dated as of Seller the Closing Date, executed by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a5.1(a), Section 5.1(b), Section 5.1(c), and Section 5.1(d) have been satisfied.; (bii) Each the Xxxx of Sale, duly executed and delivered by Seller; (iii) certificates of title duly endorsed and transferred to Purchaser for all titled equipment and vehicles included in the Purchased Assets; (iv) a certificate of the representations secretary of Seller certifying to the accuracy and warranties completeness of Xxxxxx contained in and attaching (A) its Governing Documents, (B) a copy of resolutions duly adopted by the members, shareholders, board and managers, as applicable, of Seller approving this Agreement shall be true and correct the execution and delivery of the Transaction Documents, and (without regard to any qualification as to materialityC) the incumbency of the officers signing the Transaction Documents on behalf of Seller (together with their specimen signatures); (v) certification of non-foreign status for Seller dated as of the Closing Date complying with the requirements of Treasury Regulations Section 1.1445-2(b)(2) in form and substance reasonably satisfactory to Purchaser; (vi) a good standing certificate, dated within ten (10) days of the Closing Date, of Seller certified by the Secretary of State of (A) the jurisdiction of formation of Seller, and (B) each other jurisdiction in which such entity is qualified to do business as a foreign entity; (vii) payoff letters (the “Payoff Letters”) in form and substance reasonably satisfactory to Purchaser executed by each Person to whom Seller owes any Indebtedness; (viii) evidence reasonably satisfactory to Purchaser of the release of all Liens (except for Permitted Liens) on any assets of Seller; (ix) the Employment Agreement, duly executed and delivered by Xxxx Xxxxx; (x) the Escrow Agreement, duly executed and delivered by Seller; (xi) the Intellectual Property Assignment Agreement, duly executed and delivered by Seller; (xii) evidence of termination of each Real Property Lease, duly executed by each landlord party thereto, in form and substance reasonably satisfactory to Purchaser, together with New Leases for each Leased Real Property (other than such representations and warranties as are made as of another date, which shall be true and correct as of such datewith respect to any Excluded Real Property), except where duly executed by each landlord party thereto; (xiii) a statement of the failure Seller Transaction Expenses and Change of such representations Control Payments (to the extent then knowable), in form and warranties substance reasonably satisfactory to Purchaser; (xiv) a statement of the auditor fees associated with the audit of Seller’s financial statements for the nine (9) months ended January 31, 2017, in form and substance reasonably satisfactory to Purchaser; (xv) a statement of the aggregate Reimbursable CapEx Expenditure, in form and substance reasonably satisfactory to Purchaser; (xvi) all items required to be so true and correct would not, individually or referenced in the aggregate, reasonably be expected to materially delay or prevent the consummation Section 2.24 of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing Disclosure Schedule shall have been complied terminated; (xvii) evidence reasonably acceptable to Purchaser that Seller has obtained tail or extended reporting period coverage for Seller’s “claims-made” insurance policies (if any) for two (2) years following the Closing; (xviii) from Seller, an executed Texas Comptroller of Public Account Forms 01-917, Statement of Occasional Sale, for the Purchased Assets that it owns and uses in the Business; (xix) the Equity Documents, executed by the applicable Seller (or their designees), as well as such additional documents as reasonably requested by Purchaser or Ranger, Inc. with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx respect to the effect that Equity Interest in form and substance satisfactory to the conditions set forth in this Section 8.01(b) have been satisfied.applicable Parties; (cxx) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.from Seller, a duly completed and executed IRS Form W-9 establishing that Seller is exempt from U.S. back-up withholding; (dxxi) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued evidence reasonably acceptable to Purchaser that Hall and each of his Affiliates has transferred all personal property owned by any Governmental Authority that remains Hall and used in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions.Business to Seller; and (exxii) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)such other documents, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement instruments or certificates as shall be simultaneously consummatedreasonably requested by Purchaser or its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser Affinity to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the The representations and warranties of Seller contained set forth in this Agreement ss.3 above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date; (ii) Century shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) No Adverse Consequences shall be pending or threatened, other than such representations and warranties as are made as pending legal proceedings disclosed in Century's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, or separately listed in ss.3 of another datethe Disclosure Schedule, which shall be true and correct as wherein an unfavorable determination would (a) prevent consummation of such date)any of the transactions contemplated by this Agreement, except where or (b) cause any of the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with or performed by Seller on or before the Closing rescinded following consummation; (iv) The Board of Directors of Century shall have been complied with or performed in all material respects. Purchaser and Xxxxxx approved the transactions contemplated by this Agreement; (v) Century shall have received delivered to Affinity a certificate signed on behalf of Seller by an officer of Seller (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions set forth specified above in this Section 8.01(ass.6(a)(i)-(iv) have been satisfied.is satisfied in all respects; (bvi) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller Affinity shall have received a certificate signed on behalf of Xxxxxx by from counsel to Century an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, opinion substantially in the form of Exhibit F hereto."C" attached hereto and made a part hereof (the "Seller's Counsel Opinion Letter"), addressed to Affinity and dated as of the Closing Date; (gvii) The all actions to be taken by Century in connection with consummation of the transactions contemplated by hereby and all certifications, opinions, instruments, and other documents required to effect the Triage Purchase Agreement shall transactions contemplated hereby will be simultaneously consummatedreasonably satisfactory in form and substance to Affinity. Affinity may waive any condition specified in this ss.6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a9.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b9.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c9.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f9.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F I hereto. (g) The transactions contemplated by the Triage Amended and Restated Purchase Agreement dated as of September 15, 2017, by and among Seller, Purchaser, for purposes of Section 11.15, Purchaser Parent and for the limited purposes set forth therein, Xxxxxx (the “BNP Purchase Agreement”), shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate effect the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions, unless Purchaser shall waive such fulfillment: (a1) Each This Agreement and the Transaction contemplated hereby shall have received those approvals, consents, authorizations, and waivers from third parties (including lenders, holders of debt securities and lessors), identified in the attached Schedule 7.1(1) . (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court or other authority which prohibits the consummation of the Transaction. (3) Seller shall have performed in all material respects each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (4) No material adverse change shall have taken place in the business, condition (financial or otherwise) operations, or prospects of the Acquired Business or the Acquired Assets since the date of the Acquired Business Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement. (5) The representations and warranties of Seller contained set forth in this Agreement shall be true in all material respects as of the date of this Agreement or, except in such respects as, in the reasonable judgment of Purchaser, do not materially and correct adversely affect the business, condition (without regard to any qualification as to materiality financial or Material Adverse Effect (other than with respect to otherwise), operations, or prospects of the representation contained in Section 4.05(b))) Acquired Business or the Acquired Assets, as of the Closing (other than such representations and warranties Time as are if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedtime. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e6) Purchaser shall have received from EGI and VTI an officer's certificate, executed copy by the Chief Executive Officer and the Chief Financial Officer of each (in their capacities as such) dated the Closing Date, as to the satisfaction of the documents required to be delivered to it pursuant to Section 2.09(aconditions in paragraphs (3), (4), and (5) above and including, as exhibits, copies of all authorizing board and, where necessary, shareholder resolutions and true and complete copies of their charter documents. (f7) With respect Purchaser shall have received from EGI a Xxxx of Sale or such other or additional documents sufficient to transfer title to the Acquired Assets to Purchaser and the delivery of all Software Products and Intellectual Property, in each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment case reasonably satisfactory in Real Property Tax Act of 1980, substantially in the form of Exhibit F heretoand substance to Purchaser and its counsel. (g) The transactions contemplated by 8) EGI will use commercially reasonable efforts to make available to Purchaser prior to Closing an updated unaudited balance sheet and income statement with related notes and schedules as of the Triage Purchase Agreement shall be simultaneously consummatedend of the month immediately prior to the Closing Date. If those updated financial statements are produced, they shall, for purposes of the definition of "Unaudited Financial Statements," replace and supersede the balance sheet as at September 30, 2000 and the income statement for the period ended September 30, 2000, in their entirety, for all purposes relevant to this Agreement.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each of the following conditions: (a) Each of the The representations and warranties of Seller contained in this Agreement Parties shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all respects as of the Closing date of this Agreement and as of the Initial Transfer Date (other than such representations and warranties as are made that expressly address matters only as of another a certain date, which shall be are true and correct as of such date). (b) Seller shall have performed (or caused to have been performed) in all material respects all covenants required of it (and its respective affiliates) by this Agreement to be performed on or before the Initial Transfer Date as of the Initial Transfer Date. (c) Prior to the Initial Transfer Date, except where Seller shall have caused all Liens related to the failure Purchased Assets to be released in full and Seller shall have provided written evidence of such representations and warranties release to be so true and correct would notPurchaser, in a form reasonably satisfactory to Purchaser in its good faith discretion. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, reasonably with or without lapse of time, could reasonable be expected expect to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement . (e) Prior to be complied with or performed by upon the Initial Transfer Date, Seller on or before the Closing shall have been complied with or performed in all material respects. delivered to Purchaser the following: (i) an executed counterpart of the Xxxx of Sale, Assignment and Xxxxxx shall have received Assumption Agreement, the form of which is attached hereto as Exhibit A (the “Xxxx of Sale”); (ii) an executed counterpart of the Right of First Offer Agreement, the form of which is attached hereto as Exhibit B (the “ROFO Agreement”); (iii) an executed counterpart of the Non-Solicitation Agreement, the form of which is attached hereto as Exhibit C); (iv) a certificate signed on behalf of Seller by an officer of Seller to the effect Parties certifying that the conditions set forth in this Section 8.01(a6.4(a) and Section 6.4(b) with respect to the representations, warranties and covenants of Seller and Seller Parties hereunder have been satisfied., the form of which is attached hereto as Exhibit D (the “Seller Certificate”); (bv) Each of an updated Schedule 2.1(a) to reflect the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) Customer Contracts as of the Closing Initial Transfer Date (other than such representations and warranties as are made as which updated Schedule 2.1(a) shall not include any Non-Qualified Customers); provided, however, that in no event shall additional Customer Contracts that were not previously listed on the original Schedule 2.1(a) be added without the written consent of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.Purchaser; and (cvi) Any Consents of Governmental Authorities under applicable Competition Laws for such other documents or instruments as Purchaser reasonably requests and are reasonably necessary to consummate the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummatedthis Agreement.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to consummate effect the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions, unless Purchaser shall waive such fulfillment: (a1) Each This Agreement and the Transaction contemplated hereby shall have received those approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors), identified in the attached Schedule 8.1(1) (including the expiration of any applicable waiting period under the HSR Act). (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court or other authority which prohibits the consummation of the Transaction. (3) ESI and EHGI shall have performed in all material respects each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (4) No material adverse change shall have taken place in the business, condition (financial or otherwise) operations, or prospects of the Acquired Business or the Acquired Assets since the date of the Acquired Business Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement. (5) The representations and warranties of Seller contained ESI and EHGI set forth in this Agreement shall be true in all material respects as of the date of this Agreement or, except in such respects as, in the reasonable judgment of the Purchaser, do not materially and correct adversely affect the business, condition (without regard to any qualification as to materiality financial or Material Adverse Effect (other than with respect to otherwise), operations, or prospects of the representation contained in Section 4.05(b))) Acquired Business or the Acquired Assets, as of the Closing (other than such representations and warranties Time as are if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. time. (6) The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf from ESI and EHGI an officer's certificate, executed by the Chief Executive Officer of Seller by an officer ESI and the President of Seller EHGI (in their capacities as such) dated the Closing Date, as to the effect that satisfaction of the conditions set forth in this Section 8.01(aparagraphs (3), (4), and (5) have been satisfiedabove and including, as exhibits, copies of all authorizing board and, where necessary, shareholder resolutions and true and complete copies of their charter documents. (b7) Each of the representations The Purchaser shall have received, on and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations Date, an opinion of Counsel to ESI and warranties EHGI or Local Counsel to ESI and EHGI, as are made as of another dateappropriate, which shall be true and correct as of such date)each addressed to Purchaser, except where the failure of such representations and warranties to be so true and correct would notdirectly, individually or substantially in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedform as attached hereto as Exhibit 8.1(7). (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.8) [Omitted] (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e9) Purchaser shall have received an executed copy from EHGI a Bill xx Sale or such other or additional documents sufficient to transfer title to the Acquired Assets to the Purchaser and the delivery of all Software Products and Intellectual Property, in each of case reasonably satisfactory in form and substance to the documents required to be delivered to it pursuant to Section 2.09(a)Purchaser and its counsel. (f10) With respect Purchaser shall have received a release, reasonably satisfactory in form and substance to each Asset Seller Entity listed the Purchaser and its counsel, from PNC Bank, NA, releasing any and all liens and encumbrances it may have on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning Acquired Assets or the Acquired Business. (11) All conditions to the closing of all of the Foreign Investment agreements relative to the Related Transactions, as described in Real Property Tax Act Section 3.1 above, have been satisfied or waived, it being an express requirement that all of 1980the agreements described in Section 3.1 above close on the same day, adjusted for the appropriate time zones for each jurisdiction. (12) The agreement for marketing, distributing, maintaining and supporting the Software Product commonly referred to as "Squirrel," substantially in the form of and substance as Exhibit F 8.1(12) attached hereto, are executed and delivered to Purchaser. (g13) The transactions contemplated agreement for marketing, distributing, maintaining and supporting the Software Product commonly referred to as "Senercom," substantially in the form and substance as Exhibit 8.1(13) attached hereto, are executed and delivered to Purchaser. (14) The employment agreements between the Purchaser and the persons identified on Schedule 7.2 have been executed and delivered by the Triage Purchase Agreement shall be simultaneously consummatedparties. (15) ESI and EHGI will use commercially reasonable efforts to make available to the Purchaser prior to Closing an updated unaudited balance sheet and income statement with related notes and schedules as of the end of the month immediately prior to the Closing Date. If those updated financial statements are produced, they shall, for purposes of the definition of "Unaudited Financial Statements," replace and supersede the balance sheet as at July 31, 2000 and the income statement for the period ended July 31, 2000, in their entirety, for all purposes relevant to this Agreement. (16) The agreements relative to the Related Transactions, as provided in Section 3.1 above, are executed and delivered to Purchaser.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby are subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each (i) 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, (ii) (A) the representations and warranties of Seller contained in this Agreement Section 2.01 and Section 2.02 shall be true and correct in all respects as of the Closing Date as if made at and as of such time, and (B) all other representations and warranties of Seller contained in Article 2 hereof shall be true and correct (without regard giving effect to any qualification as to materiality or “material”, “materially”, “Material Adverse Effect (Effect”, “material adverse effect”, or similar qualifiers contained in any of such representations and warranties other than with respect to the representation those contained in Section 4.05(b2.05(a), Section 2.05(c), Section 2.06, Section 2.09(d), Section 2.10, Section 2.12(a), Section 2.13(a), Section 2.13(b), Section 2.13(c), Section 2.14(a), Section 2.16, Section 2.21(b), Section 2.22 and Section 2.26) as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties as are made as of another date, which shall be true and correct in all respects as of such specified date), except where the failure of for such representations and warranties failures to be so true and correct would notthat do not have and could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants , and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each Seller shall have delivered, or caused to be delivered, to Purchaser all of the representations and warranties deliveries required by Section 1.05(c)(i)-(xii). (c) Seller shall have delivered written evidence that all material filings, notices, consents or approvals that are required to be made or obtained prior to the Closing pursuant any so called “transaction triggered” provisions of Xxxxxx contained any Environmental Law in this Agreement shall be true and correct (without regard to any qualification as to materiality) as connection with the consummation of the Closing transaction contemplated by this Agreement, including any and all filings, notices, consents and approvals required under ISRA prior to the Closing, have been made or obtained. (other than such representations and warranties as are made as d) Since the date hereof there shall not have occurred any event, circumstance, development, state of another datefacts, which shall occurrence, change or effect that has had or would reasonably be true and correct as of such date), except where the failure of such representations and warranties expected to be so true and correct would nothave, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedMaterial Adverse Effect. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated by this Agreement and the other Transaction Documents is subject to the fulfillment on or written prior to the Closing of each of the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by Purchaser (provided that no such waiver shall be deemed to have cured any Breach of any representation, warranty, or covenant made in this Agreement): (a) The representations and warranties of Sellers contained in this Agreement shall be true, correct, and complete in all material respects (other than those representations and warranties that are Transactional Reps or are qualified by Purchasermateriality or Material Adverse Effect or similar qualification, which shall be true, correct, and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct, and complete as of such date. (b) Sellers 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 Sellers at or prior to the Closing, of each provided that the obligations and covenants required by Section 4.7 and Section 4.9 shall be complied with in all respects. (c) There shall not have occurred a Seller Material Adverse Effect. (d) No temporary restraining Order, preliminary or permanent injunction, cease and desist Order, or other Order issued by any Governmental Body, shall be in effect prohibiting or preventing the transactions contemplated by this Agreement or any other Transaction Document. (e) Purchaser or its Affiliates shall have obtained all Permits set forth in Section 5.1(e) of the following conditions:Disclosure Schedule (the “Closing Permits”) from applicable Governmental Bodies to the extent any such Permit of any Seller is not transferable or assignable to Purchaser pursuant to this Agreement. (af) Each The cash on hand of Sellers to be transferred to Purchaser at the Closing in the aggregate amount of $2,000,000 (the “Minimum Cash Amount”), and such Minimum Cash Amount shall not be considered as a component of the representations and warranties of Seller contained in this Agreement Net Working Capital. (g) Sellers shall be true and correct have delivered the following to Purchaser: AmericasActive:13598183.18 (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))i) a certificate, dated as of the Closing (other than such representations and warranties as are made as of another dateDate, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed executed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of each Seller to the effect that the conditions set forth in this Section 8.01(a5.1(a), Section 5.1(b), Section 5.1(c), Section 5.1(d) and Section 5.1(e) have been satisfied.; (bii) Each the Xxxx of Sale, duly executed and delivered by each Seller; (iii) certificates of title duly endorsed and transferred to Purchaser for all titled equipment and vehicles included in the Purchased Assets; (iv) a certificate of the representations secretary of each Seller certifying to the accuracy and warranties completeness of Xxxxxx contained in and attaching (A) its Governing Documents, (B) a copy of resolutions duly adopted by the members, shareholders, board and managers, as applicable, of each Seller approving this Agreement and the execution and delivery of the Transaction Documents, and (C) the incumbency of the officers signing the Transaction Documents on behalf of each Seller (together with their specimen signatures); (v) a good standing certificate, dated within five (5) days of the Closing Date, of each Seller certified by the Secretary of State of (A) the jurisdiction of formation of each Seller, and (B) each other jurisdiction in which such entity is qualified to do business as a foreign entity; (vi) the Consents set forth in Section 5.1(g)(vi) of the Disclosure Schedule which are necessary for the assignment to Purchaser of the Included Contracts and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents (except as otherwise contemplated by Section 1.1(e)); (vii) payoff letters (the “Payoff Letters”) in form and substance reasonably satisfactory to Purchaser executed by each Person to whom any Seller owes any Indebtedness; (viii) evidence reasonably satisfactory to Purchaser of the release of all Liens (except for Permitted Liens) on any assets of any Seller; (ix) a Master Services Agreement (in a form acceptable to Purchaser) between Purchaser (or its designee) and Tarika Group, Inc. (also known as Tarika Technologies) (“Tarika”) that is signed by Tarika and which (A) provides support and development services for the Systems acquired by Purchaser from Sellers for a period of not less than two (2) years, and on terms substantially similar (with respect to both scope of services and cost) to the terms under which Tarika provides such services to Sellers as of the date of this Agreement, (B) contains an assignment of any and all Intellectual Property rights in any way related to or associated with services provided by Tarika (or its employees, contractors or agents) to Sellers at any time prior to Closing, and (C) provides (as exhibits) a copy of all written agreements between Tarika and any of its employees, consultants or agents restricting the disclosure and use of any Intellectual Property of Tarika or its customers/clients, including any such agreements between Tarika, on the one hand, and Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx or Xxxx Xxxxxx, on the other hand; (x) a three-year noncompetition agreement, duly executed by L6 Funding LLC and Synterra Special Opportunities Fund II LLC; (xi) the Escrow Agreement, duly executed and delivered by Representative and the Escrow Agent; AmericasActive:13598183.18 (xii) the Intellectual Property Assignment Agreement, duly executed and delivered by each Seller; (xiii) the Tax Clearance Certificates (requested pursuant to Schedule 2), or, for any Tax Clearance Certificate that has been applied for but not yet received, evidence that such Tax Clearance Certificate has been applied for, in each case except as noted in Schedule 2 (A) to be provided or applied for post-closing or (B) to be completed by Purchaser; (xiv) evidence of termination, assignment, or sublease, as applicable, of each Real Property Lease, duly executed by each landlord party thereto or Seller, as applicable, in form and substance reasonably satisfactory to Purchaser, together with New Leases, assignment agreements or sublease agreements, as applicable, for each Leased Real Property, duly executed by each landlord party thereto or Seller, as applicable; (xv) releases from all Persons entitled to Seller Transaction Expenses or Change of Control Payments, in form and substance reasonably satisfactory to Purchaser; (xvi) all items required to be referenced in Section 2.25 of the Disclosure Schedule shall be true have been terminated and correct Sellers unconditionally released therefrom; (without regard xvii) evidence reasonably acceptable to any qualification as to materialityPurchaser that Sellers have obtained tail or extended reporting period coverage for Sellers’ “claims-made” insurance policies for two (2) years following the Closing; (xviii) a DVD or other portable electronic storage device containing, in electronic format, all documents posted as of the Closing Date to the electronic data site hosted by Box, Inc. and established by Sellers for the purpose of providing due diligence materials and information to Purchaser and its agents, employees, and advisors; (xix) the Equity Documents, executed by the applicable Sellers (or their designees), as well as such additional documents as requested by Purchaser or RAC with respect to the Equity Interest in form and substance satisfactory to the applicable Parties; (xx) from each Seller, a duly completed and executed IRS Form W-9 establishing that such Seller is exempt from U.S. back-up withholding and from withholding under Section 1445 pursuant to proposed Treasury Regulations Section 1.1445-2(b)(2)(v); and (xxi) such other than such representations and warranties documents, instruments or certificates as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually reasonably requested by Purchaser or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedits counsel. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment satisfaction, or written waiver by Purchaser, at on or prior to the Closing, of each of the following further conditions: (i) There shall not be any material litigation brought by any Governmental Authority: (a) Each seeking to restrain or prohibit the consummation of the Closing, or seeking to obtain from the Seller or Purchaser any material damages; (b) seeking to impose limitations on the ability of Purchaser, or rendering Purchaser unable to consummate the Closing; or (c) seeking to impose material limitations on the ability of Purchaser effectively to exercise full rights of ownership of the Jacuzzi Shares, including the right to vote the Jacuzzi Shares. (ii) (a) 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, and (b) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) at and as of the Closing (other than such representations Date, as if made at and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. . (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf all documents it may reasonably request relating to the existence of Seller by an officer and the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Purchaser. (iv) No change in the number of Jacuzzi Shares shall have occurred since the date of this Agreement and the Jacuzzi Shares owned by Seller shall not be less than 60% of the fully diluted issued and outstanding shares of Common Stock as of the Closing Date. (v) Purchaser shall have obtained the following approvals which must remain in full force and effect that as of the conditions set forth in this Section 8.01(aClosing Date: (a) The shareholders of Purchaser shall have been satisfiedapproved the Agreement and the transactions contemplated thereby at a general meeting to be convened. (b) Each No later than eight (8) weeks after the date of this Agreement, the Hong Kong Stock Exchange shall have approved the transactions contemplated herein, to the extent necessary. (vi) No material adverse change shall have occurred with respect to the business, operations or financial condition of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification Company Group, taken as to materiality) as a whole, since the filing date of the Closing Company’s annual report on Form 10-K for its fiscal year ended September 30, 2005 (as filed on December 23, 2005) (the “Company’s 2005 Form 10- K”) until the Closing, except for any such changes resulting from (a) the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer offers, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees), (b) changes or conditions affecting generally the industries in which members of the Company Group operate generally, globally, in the United States or in any of the other countries in which the Company Group has material operations or sales (including any changes resulting from or arising in connection with any outbreak or escalation of war, terrorism or other conflict), but not such changes or conditions adversely affecting the Company Group disproportionately, (c) changes in any of the U.S., UK, Hong Kong or other global financial markets (other than such representations those changes that result in the suspension of trading in those markets for longer than two (2) business days), (d) changes in accounting requirements or principles or any change in applicable law or the interpretation or enforcement thereof, (e) any acts of, or on behalf of, any member of the Purchaser Group or (f) changes in the resolution of the litigation with respect to the Company or its subsidiaries as it relates to the existing class action and warranties as are made derivative lawsuits. For the avoidance of doubt, the parties agree that an increase of more than 10% to the Company’s UK pension plan “past service deficit” of US $40 million as of another dateDecember 31, which 2004 as reflected in the Company’s 2005 Form 10-K shall constitute a material adverse change to the business, operations and financial condition of the Company Group for purposes of this Section 6.B(vi); provided that the determination of any such increase shall be true calculated using the same methods, assumptions and correct rates (including, without limitation, the same currency exchange rate) and shall be calculated assuming the market value of the assets achieved the same rate of return, in each case, as the methods, assumptions, rates and rate of return used to calculate “past service deficit” as of such date)December 31, except where the failure of such representations and warranties to be so true and correct would not, individually or 2004 as reflected in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Company’s 2005 Form 10-K. (vii) Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect executed and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within Purchaser the meaning of the Foreign Investment in Real Property Tax Act of 1980, Assignment substantially in the form of Exhibit F A hereto. (gviii) Purchaser shall have completed its confirmatory due diligence and shall have determined that there is not any untrue statement of a material fact or omission to state a material fact necessary to make the statements made in the Company’s 2005 Form 10-K, in light of the circumstances under which they were made, not misleading or which would have been material to the business, operations or financial condition of the Company Group, taken as a whole. For the avoidance of doubt, the parties agree that a determination by Purchaser’s actuaries that the actual “past service deficit” of the Company’s UK pension plan, as of December 31, 2004, is more than 10% greater than the US $40 million “past service deficit” reported by the Company as of such date in the Company’s 2005 Form 10-K shall be deemed to be conclusive proof of an untrue statement of a material fact in the Company’s 2005 Form 10-K for purposes of this Section 6.B(viii); provided that the determination of any such increase shall be calculated using the same methods, assumptions and rates (including, without limitation, the same currency exchange rate) and shall be calculated assuming the market value of the assets achieved the same rate of return, in each case, as the methods, assumptions, rates and rate of return used to calculate “past service deficit” as of December 31, 2004 as reflected in the Company’s 2005 Form 10-K. (ix) No later than eight (8) weeks after the date of this Agreement, the Board of Directors of Purchaser shall have received a fairness opinion in form and substance reasonably satisfactory to it. (x) To the extent legally required or required by the provisions of any UK pension plan of the Company Group, the Pension Trustee shall have approved the sale of the Jacuzzi Shares contemplated hereby. (xi) To the extent legally required, the Company’s court appointed monitor shall have approved the sale of the Jacuzzi Shares contemplated hereby. (xii) After Purchaser and Seller have received a clearance from the UK Pension Regulator, Seller shall have caused Purchaser’s designees (or other persons acceptable to Purchaser) and one designee of Seller to be appointed or elected so that such designees of Purchaser constitute a majority of the Board of Directors of the Company on or before the Closing Date in accordance with Section 5.L hereof. (xiii) Purchaser shall have received prior to the date of this Agreement opinions from Xxxxxx Xxxxxx and Xxxxxxx and Xxxxx Xxxxxx, in each case, addressed to Purchaser and Seller and in the forms attached to this Agreement as Exhibit B 1 and Exhibit B 2, to the effect that the provisions of the Nevada Control Share Statute and the provisions of Nev. Rev. Stat. Sec. 78.411 to 78.444 (the “Nevada Business Combinations Statute”) are inapplicable to the Company and to the sale of the Jacuzzi Shares as of the date of such opinions by reason of the number of registered stockholders of record of the Company’s shares of Common Stock, and such opinion of Xxxxxx Xxxxxx shall be confirmed as of the Closing Date through a bring down opinion reasonably acceptable to Purchaser delivered at Closing. (xiv) The transactions contemplated provisions of the Nevada Control Share Statute and the provisions of the Nevada Business Combinations Statute shall continue to be inapplicable to the Company and to the sale of the Jacuzzi Shares as of the Closing Date by reason of the number of registered stockholders of record of the Company’s shares of Common Stock. (xv) Purchaser shall have received the Security Release, in form and substance reasonably satisfactory to it. (xvi) If requested by the Triage Purchase Agreement Purchaser, the bylaws of the Company shall be simultaneously consummatedhave been amended to provide that the provisions of the Nevada Control Share Statute do not apply to the Company in the event the Company had been subject to, prior to Closing, the Nevada Control Share Statute.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each this Agreement and the Acquisition shall have received the requisite approval of the shareholders of Seller; (b) Seller shall have procured all third party consents as set forth on SCHEDULE 3.3; (c) Seller shall have procured all necessary governmental consents; (d) all of the representations and warranties of Seller contained set forth in this Agreement Articles II and III above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all respects at and as of the Closing (other than such representations Date and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer and the Shareholders in the form of Seller EXHIBIT B hereto to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.effect; (be) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser Shareholders and Seller shall have received a certificate signed on behalf performed and complied with all of Xxxxxx by an officer of Xxxxxx to its covenants hereunder in all material respects through the effect that the conditions set forth in this Section 8.01(b) have been satisfied.Closing; (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (ef) Purchaser shall have received a network schedule listing all lines, carriers, rates, and all other pertinent information concerning Seller's network as of the date of the Ending Balance Sheet; (g) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, or local jurisdiction or before any arbitrator wherein an executed copy unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Purchaser to own the Purchased Assets, (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (h) Seller shall deliver to Purchaser, a Certificate of the Secretary of Seller dated as of Closing certifying that the following are true, correct and complete copies and the originals thereof: Articles of Incorporation of Seller, as amended, and certified by the Colorado Secretary of State, bylaws (as amended to date), resolutions of the board of directors recommending approval of the Acquisition and all transactions contemplated by this Agreement to the Shareholders and resolutions approving the Acquisition and all transactions contemplated by this Agreement; (i) Shareholders and Seller shall have delivered to Purchaser a certificate to the effect that each of the documents required to be conditions specified above in this Section 6.1 have been satisfied in all respects, in the form attached hereto as EXHIBIT B; (j) Xxxx Xxxxxx shall have delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), Purchaser an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980Employment Agreement by and between him and Purchaser, substantially in the form of Exhibit F hereto.attached hereto as EXHIBIT C; (gk) The transactions contemplated Xxxxxxx Xxxxxx shall have delivered to Purchaser an Employment Agreement by and between her and Purchaser, substantially in the Triage Purchase Agreement form attached hereto as EXHIBIT D; (l) Purchaser shall be simultaneously consummated.have received from counsel to Seller an opinion in substantially the form attached hereto as EXHIBIT E addressed to Purchaser;

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver satisfaction of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by Purchaser, at it on or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than Date with the same effect as though such representations and warranties as are had been made on and as of another datesuch time, other than representations and warranties that speak as of a specific date or time (which shall need only be true and correct as of such datedate or time); provided that the condition set forth in this clause (ii) shall be deemed satisfied if the facts, except where the failure of events or circumstances underlying any inaccuracies in any such representations and warranties as of the Closing Date (without giving effect to be so true and correct would notany materiality qualifications or materiality exceptions contained therein), individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect. The covenants material adverse effect on the business, properties or financial condition of the Company and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Subsidiaries taken as a whole and (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller duly executed by an authorized officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf the stock books, stock ledgers, minute books and corporate seal of Xxxxxx by an officer of Xxxxxx to the effect that Company and the conditions set forth in this Section 8.01(b) have been satisfiedSubsidiaries. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) Purchaser shall have been receivedreceived with respect to the Company and each Subsidiary (i) a copy of its certificate or articles of incorporation, including all amendments, certified by the Secretary of State or other appropriate official of the jurisdiction of its incorporation and (ii) certificates from the Secretary of State or other appropriate official of the jurisdiction of its incorporation to the effect that such person is in good standing or subsisting in such jurisdiction, listing all charter documents of such person on file. (d) No Law or Judgment (whether temporary, preliminary or permanent) Purchaser shall have been promulgatedreceived a certificate, entered, enforced, enacted dated the Closing Date and executed by the Secretary or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation an Assistant Secretary of the TransactionsCompany, in form and substance customary for transactions of this type. (e) Purchaser shall have received an executed (i) a copy of each the certificate or articles of incorporation, including all amendments, of Seller certified by the Secretary of State or other appropriate official of the State of Connecticut and (ii) certificates from the Secretary of State or other appropriate official of the State of Connecticut to the effect that Seller is in good standing or subsisting in such jurisdiction, listing all charter documents required to be delivered to it pursuant to Section 2.09(a)of Seller on file. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser shall have received a certificate, an affidavit that such Asset Seller Entity is not an “foreign person” within dated the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated Closing Date and executed by the Triage Purchase Agreement shall be simultaneously consummatedSecretary or an Assistant Secretary of Seller, in form and substance customary for transactions of this type.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Acquisition is subject to the fulfillment satisfaction (or written waiver by Purchaser, at ) on or prior to the Closing, of each Closing Date of the following conditions: (a) Each of the (i) The representations and warranties of Seller contained in this Agreement set forth in Section 3.01 (Organization and Standing; Qualification), Section 3.02 (Authority, Execution and Delivery; Enforceability) and Section 3.15 (Brokers) (collectively, the “Fundamental Reps”) shall be, except for any de minimis inaccuracies, true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) each of the other representations and warranties of Seller or any Seller Subsidiary in this Agreement or in any schedule or certificate delivered pursuant to this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to of the representation contained in Section 4.05(b))) date hereof and as of the Closing Date as though made on the Closing Date (other than except to the extent such representations and warranties as are made as of another expressly relate to an earlier date, in which shall be true and correct case as of such earlier date), except where except, in the failure case of this clause (ii), for inaccuracies of such representations and warranties the circumstances giving rise to be so true and correct would notwhich, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Business Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before Effect (provided, that for purposes of determining the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure accuracy of such representations and warranties to be so true in this clause (ii), all materiality and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants Business Material Adverse Effect qualifications and agreements exceptions contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser such representations and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement warranties shall be simultaneously consummated.disregarded). 101951134.15

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each this Agreement and the Acquisition shall have received the requisite Seller approval; (b) Seller shall have procured all third party consents as set forth on SCHEDULE 2.2; (c) Seller shall have procured all necessary governmental consents, and Purchaser shall have obtained a valid effectiveness order from the Securities and Exchange Commission and shall have obtained any applicable state securities law approvals; (d) all of the representations and warranties of Seller contained set forth in this Agreement Articles II above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all respects at and as of the Closing (other than such representations Date and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller in the form of EXHIBIT E hereto to that effect; (e) Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (f) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, or local jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by an officer this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Purchaser to own the Purchased Assets, (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (g) Seller shall deliver to Purchaser, a Certificate of the Secretary of Seller dated as of Closing certifying that the following are true, correct and complete copies and the originals thereof: Articles of Incorporation of Seller, as amended, and certified by the Kansas Secretary of State, bylaws (as amended to date), resolutions of the board of directors recommending approval of the Acquisition; (h) Seller shall have delivered to Purchaser a certificate to the effect that each of the conditions set forth specified above in this Section 8.01(a) 5.1 have been satisfied.satisfied in all respects, in the form attached hereto as EXHIBIT E; (bi) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received delivered to Purchaser a certificate signed on behalf of Xxxxxx Noncompetition and Nonsolicitation Agreement by an officer of Xxxxxx to and between it and Purchaser, substantially in the effect that the conditions set forth in this Section 8.01(b) have been satisfied.form attached hereto as EXHIBIT D; (cj) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) Xxxxx Xxxxxx and Xxxxxx Xxxxx shall have been received.executed and delivered to Purchaser the Employment Agreements, substantially in the form of EXHIBIT F attached hereto; (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (ek) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, opinion from Seller's counsel substantially in the form of Exhibit F EXHIBIT G attached hereto. ; (gl) The transactions contemplated by Seller shall have at the Triage Purchase Agreement Closing Date annualized revenues (measured retrospectively based on the last full month immediately preceding the Closing Date) of at least $1,100,000, of which $1,000,000 shall be simultaneously consummated.from recurring sources provided that if Seller does not have such revenue levels, Purchaser shall have the right to acquire the Purchased Assets at an adjusted Purchase Price based on agreed upon multiple of revenues. Such revenue shall be generated from: (i) at least 146 content hosting customers generating $18,000 monthly recurring revenue;

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Seller contained set forth in this Agreement Section 4 hereof shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date; (other than such representations b) Seller and warranties as are made as Stockholder shall have performed and complied with all of another datetheir covenants hereunder in all material respects through the Closing; (c) Seller and Stockholder shall have procured all of the third party consents specified on Schedule 7.1(c); (d) no action, which suit, or proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of such date)any federal, except where state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (i) prevent consummation of any of the failure transactions contemplated by this Agreement, (ii) cause any of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation, or performed by (iii) affect adversely the right of Purchaser to own, operate, or control the Assets (and no such judgment, order decree, stipulation, injunction, or charge shall be in effect); (e) Seller on or before the Closing shall have been complied with or performed in all material respects. delivered to Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions set forth specified above in this Section 8.01(a7.1(a)-(d) have been satisfied.is satisfied in all respects; (bf) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.[INTENTIONALLY DELETED]; (cg) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.[INTENTIONALLY DELETED]; (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (eh) Purchaser shall have received from each person listed in Schedule 7.1(h) an executed copy of each Compliance Agreement in substantially the form and substance attached hereto as Exhibit C; (i) all actions and approvals to be taken by Seller or Stockholder in connection with the consummation of the transactions contemplated hereby (including approval of Seller's or Stockholder's stockholders if required by law) and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be delivered satisfactory in form and substance to it Purchaser; (j) Purchaser shall have received from Xxxxxxxxxx, Xxxxxxxxx & Xxxxxx, LLP, counsel for Seller and Stockholder, an opinion addressed to Purchaser dated the date of the Closing, and in form and substance attached hereto as Exhibit D; (k) [INTENTIONALLY DELETED]; (l) [INTENTIONALLY DELETED]; (m) Seller shall not have experienced any material adverse change in the Business; (n) Seller shall not have lost any continuing material customer or customers nor shall the same have significantly curtailed the buying of services from Seller. For purposes of this Section 7.1(n), a "material customer" shall mean a customer to whom Seller invoiced at least $50,000 of services in calendar year 1999; and (o) Purchaser shall have received from Seller an executed Transition Services Agreement in form and substance substantially similar to Exhibit E hereto, pursuant to Section 2.09(a). (f) With respect to each Asset which certain employees of Seller Entity listed designated on Schedule 8.01(f)7.1(o) hereto shall be assigned to Purchaser, an affidavit that such Asset Seller Entity is not an “foreign person” within and shall be dedicated exclusively and devoted full-time to performing the meaning services requested by Purchaser in connection with the operation of the Foreign Investment Business (the "Transition Services Agreement"). Purchaser may waive any condition specified in Real Property Tax Act of 1980, substantially in this Section 7.1 if it executes a writing so stating at or prior to the form of Exhibit F heretoClosing. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate complete the Transactions shall be Closing is subject to the fulfillment satisfaction or written waiver by Purchaser, at on or prior to the Closing, of each Closing of the following conditions: (a) Each of the The representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than Date as though made as of such time, except to the extent such representations and warranties as are made as of another date, expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each case except where the failure of such representations and warranties for breaches as to be so true and correct would notmatters that, individually or in the aggregate, reasonably could not be expected to result in have a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an authorized officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedsuch effect. (b) Each 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 by the time of the representations Closing, and warranties Purchaser shall have received a certificate signed by an authorized officer of Xxxxxx contained in Seller to such effect. (c) From the date of this Agreement shall be true and correct (without regard to the Closing, there has not been any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another dateevent, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would notoccurrence or development that, individually or in the aggregate, has had or that could reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received have, a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been receivedMaterial Adverse Effect. (d) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have been promulgateddelivered to Purchaser at the Closing a certificate, enteredin form and substance satisfactory to Purchaser, enforced, enacted or issued by any Governmental Authority certifying that remains the Transactions are exempt from withholding pursuant to the Foreign Investment in effect and that prohibits, enjoins, or makes illegal the consummation of the TransactionsReal Property Tax Act. (e) Purchaser shall have received an executed copy the opinion of each of the documents required Xxxxx, Xxxxxxx & Xxxxx, LLP, counsel to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980Seller, substantially in the form of Exhibit F hereto.D. (gf) The transactions contemplated by Purchaser shall not have received any communication from the Triage Purchase Agreement shall be simultaneously consummatedNational Association of Attorneys General, any representative thereof or any other Governmental Authority that would reasonably cause Purchaser to believe that the completion of the Transactions will affect the status of the Company’s Subsidiary as a “subsequent participating manufacturer” under, or otherwise materially affect the rights, liabilities and obligations of Company’s Subsidiary under, the MSA.

Conditions to Obligation of Purchaser. The obligation obligations of the Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Seller contained set forth in this Agreement ARTICLE 3 above (as modified by the Company Disclosure Schedules) shall be true and correct (without regard to any qualification at the Closing Date as to materiality or Material Adverse Effect if made on and as of such date (other than with respect to the representation contained in Section 4.05(b))) representations and warranties which are expressly made as of the Closing (other than a particular date, in which case such representations and warranties as are made as of another date, which shall be true and correct as of such date), ) except where the failure of such representations and warranties for any failures to be so true and correct which would not, individually taken as a whole, result in or in the aggregate, be reasonably be expected to result in a Closing Material Adverse Effect. The covenants Change; (b) the Company and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing Stockholders shall have been performed and complied with or performed in all material respects. Purchaser respects with all of their respective agreements and Xxxxxx covenants required to be performed by or complied with by them on or prior to the Closing Date; (c) there shall not be any judgment, Order, decree, stipulation, injunction, or charge in effect or Legal Requirement promulgated by any Governmental Authority preventing consummation of any of the transactions contemplated by this Agreement; (d) since the date hereof, there shall not have been any Closing Material Adverse Change; (e) the Company shall have received delivered to the Purchaser (i) a certificate signed on behalf of Seller by an officer of Seller to the effect that each of the conditions set forth specified in this Section 8.01(a6.1(b) have been satisfied.(as to the Company), 6.1(c), 6.1(d), and 6.1(h) (as to the Company) is satisfied in all respects and (ii) the additional items for delivery by the Company described in Section 2.2(b) hereof; (bf) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing Stockholders shall have been complied with or performed in all material respects. delivered to the Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required conditions specified in Section 6.1(a) (as to be delivered to it pursuant to Section 2.09(a). (fthe Company) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment satisfied in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto.all respects; (g) The transactions contemplated each Stockholder shall have delivered to the Purchaser (i) a certificate to the effect that each of the conditions specified in Section 6.1(a), 6.1(b) and 6.1(h) is satisfied in all respects (in each case as to such Stockholder) and (ii) the additional items for delivery by such Stockholder described in Section 2.2(b) hereof; and (h) all Required Consents and Notices shall have been obtained or made by the Triage Purchase Agreement shall be simultaneously consummatedStockholders or the Company in form and substance reasonable satisfactory to Purchaser. The Purchaser may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment or written satisfaction (or, to the extent permitted by applicable Law, waiver by Purchaser, ) at or prior to the Closing, of each Closing of the following conditions: (a) Each (i) the Seller Fundamental Representations shall be true and correct in all material respects as of the Closing (except, in each case, to the extent that such representation and warranty speaks only as of a particular date, in which case such representation and warranty shall be true and correct in all material respects as of such particular date) and (ii) the representations and warranties of Seller contained set forth in this Agreement (other than the Seller Fundamental Representations) shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than except, in each case, to the extent that such representations representation and warranties as are made warranty speaks only as of another a particular date, in which case such representation and warranty shall be true and correct as of such particular date), except in the case of clause (ii) where the failure of any of such representations and warranties of Seller to be so true and correct would notcorrect, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect. The Effect or a material adverse impact on the ability of any Seller to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement; (b) Seller shall have performed or complied with in all material respects all obligations and covenants and agreements contained in required by this Agreement to be performed or complied with or performed by Seller on or before them by the Closing shall have been complied with or performed in all material respects. time of the Closing; (c) Purchaser and Xxxxxx shall have received a certificate signed on behalf by an authorized officer of each of Seller by an officer of Seller as to the effect that satisfaction of each of the conditions set forth in this Section 8.01(aSections 7.2(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date7.2(b), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.; and (d) No Law or Judgment (whether temporary, preliminary or permanent) Company Material Adverse Effect shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect occurred and that prohibits, enjoins, or makes illegal the consummation of the Transactionsbe continuing. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate purchase the Transactions shall be Acquired Assets and assume the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver satisfaction of each of the following conditions, unless explicitly waived by Purchaser, Purchaser in writing: (i) Seller shall have performed and satisfied in all material respects each of its obligations hereunder required to be performed and satisfied at or prior to the Closing, of each of the following conditions:; (aii) Each each of the representations and warranties of Seller and contained in this Agreement shall be herein was true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects as of the Closing (other than such representations Effective Date and warranties as are made as of another date, which shall be is true and correct in all material respects as of such date), except where the failure Effective Date (disregarding for the purposes of such representations and warranties to be so true and correct would not, individually or the condition set forth in the aggregate, reasonably be expected to result in a this Section 6.2(a)(ii) any "Material Adverse Effect. The covenants and agreements " or other "materiality" qualifier contained in this Agreement to be complied with any such representations or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. warranties); and (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an a duly authorized executive officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each of All required Consents from Governmental Authorities for the representations and warranties of Xxxxxx contained in transactions contemplated by this Agreement shall be true have been obtained in form and correct (without regard substance reasonably satisfactory to any qualification as to materiality) Purchaser and its counsel and shall remain in full force and effect as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedEffective Date. (c) Any All required Consents of Governmental Authorities under applicable Competition Laws for the Transactions for transfer of the jurisdictions set forth on Schedule 8.01(c) Material Customer Contracts shall have been receivedobtained in form and substance reasonably satisfactory to Purchaser and its counsel, which Consents shall remain in full force and effect as of the Effective Date. (d) No Law or Judgment (whether temporarytemporary restraining order, preliminary or permanent) shall have been promulgatedpermanent injunction, entered, enforced, enacted cease and desist order or other order issued by any Governmental Authority that remains in effect and that prohibits, enjoins, of competent jurisdiction or makes illegal any other legal restraint or prohibition preventing any transfer contemplated hereby or the consummation of the TransactionsClosing, or imposing damages in respect thereto, shall be in effect, and there shall be no pending or threatened Proceedings by any Governmental Authority or by any other Person challenging or in any manner seeking to restrict or prohibit the sale of the Acquired Assets or the consummation of any other transactions contemplated hereby. (e) Purchaser Since the Effective Date, there shall not have received an executed copy been any event, occurrence, development or state of each circumstances or facts or change (including any damage, destruction or other casualty loss) affecting the Acquired Assets or the Conferencing Business that has had or that may be reasonably expected to have, either alone or together with all such events, occurrences, developments, states of the documents required to be delivered to it pursuant to Section 2.09(a)circumstances or facts or changes, a Material Adverse Effect. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser shall have received a certificate from the Secretary or comparable official of Seller, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning dated as of the Foreign Investment in Real Property Tax Act Effective Date, attesting to Seller's Board of 1980Directors resolutions and authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated to be executed, performed and delivered by Seller hereunder, and to the incumbency of the officer(s) executing this Agreement or any other agreement contemplated hereby on behalf of Seller. (g) Purchaser shall have received a counterpart of the Escrow Agreement, duly executed by Seller. (h) Purchaser and Purchaser's Parent shall have received an opinion dated as of the Effective Date and addressed to Purchaser and Purchaser's Parent from Xxxxxxx Xxxxx & Xxxxxxx, legal counsel for Seller, substantially in the form attached hereto as Exhibit C. (i) Purchaser shall have received a Xxxx of Sale, in form attached hereto as Exhibit F heretoD, duly executed by Seller (the "Xxxx of Sale"), and such other instruments as may be reasonably requested by Purchaser to transfer full legal and beneficial ownership of the Acquired Assets to Purchaser, free and clear of Encumbrances other than Permitted Encumbrances. (gj) The Purchaser shall have received a counterpart of the Assignment and Assumption Agreement, in the form attached hereto as Exhibit E, duly executed by Seller, whereby Seller will assign, and Purchaser will assume, the Assumed Liabilities (the "Assignment and Assumption Agreement"). (k) Purchaser shall have received a counterpart of the Sublease Agreement in the form attached hereto as Exhibit F, duly executed by Seller and the owner of the Leased Real Property (the "Sublease Agreement"). (l) Purchaser shall have received a counterpart of the Transition Services Agreement, in the form attached hereto as Exhibit G, duly executed by Seller (the "Transition Services Agreement"). (m) Purchaser shall have received executed originals or copies of each Customer Service Contract or other Contract in Seller's possession. (n) Purchaser shall have received written estoppel certificates, Consents, waivers and subordination, nondisturbance and attornment agreements, in form and substance reasonably satisfactory to Purchaser and its counsel, from all applicable lessors and mortgagees of the Leased Real Property. (o) Purchaser shall have received evidence reasonably satisfactory to Purchaser and its counsel that all mortgages, security interests, collateral assignments and other Encumbrances (other than Permitted Encumbrances) on any of the Acquired Assets shall have been released, discharged and terminated in full and the relevant Acquired Assets or other assigned collateral shall have been returned to the relevant party. (p) Seller shall have provided Purchaser with any applicable clearance certificate or similar document(s) that may be required by any Governmental Authority in order to relieve Purchaser of any obligation to withhold any portion of the Purchase Price. (q) Seller shall deliver possession of the Acquired Assets to Purchaser where such assets are located as of the Effective Date, which shall be in Salt Lake City, Utah. (r) Purchaser shall have received all other documents, instruments and certificates in connection with the transactions contemplated by the Triage Purchase this Agreement shall be simultaneously consummatedas Purchaser may reasonably request in form and substance reasonably satisfactory to Purchaser and its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions purchase of Shares and the other transactions contemplated hereby shall be subject to the fulfillment or written waiver at or prior to the Closing Date of the following additional conditions: (a) Seller shall have performed in all material respects the covenants and obligations required to be performed by Purchaser, it under this Agreement at or prior to the Closing, of each of the following conditions:; (ab) Each of the The representations and warranties of Seller contained set forth in this Agreement shall be true and correct in all material respects (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such except representations and warranties as are made as of another date, which qualified by materiality shall be true and correct in all respects taking into account such qualification) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such datedate or period); (c) Seller shall have executed a release substantially in the form of Exhibit E in favor of the Insurance Subsidiaries and the Insurance Subsidiaries' current and former officers and directors; (d) Seller shall have contributed $15,000,000 in cash to the capital of Integrity; and (e) Purchaser shall have received a certificate signed by an executive officer of Seller to the effect of Sections 6.2(a), 6.2(b) and 6.2(d). (f) Since September 30, 1999, except where the failure of such representations and warranties to be so true and correct would notas set forth on Schedule 3.4, there shall not have occurred any event, change or development which would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by officers and employees of the Triage Purchase Agreement Insurance Subsidiaries set forth on Schedule 6.2(g) shall be simultaneously consummatedhave executed and delivered to Purchaser employment agreements in form and substance satisfactory to Purchaser in its sole discretion.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to consummate effect the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions, unless Purchaser shall waive such fulfillment: (a1) Each This Agreement and the Transaction contemplated hereby shall have received those approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors), identified in the attached Schedule 8.1(1) (including the expiration of any applicable waiting period under the HSR Act). (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court or other authority which prohibits the consummation of the Transaction. (3) ESI and EHGI shall have performed in all material respects each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (4) No material adverse change shall have taken place in the business, condition (financial or otherwise) operations, or prospects of the Acquired Business or the Acquired Assets since the date of the Acquired Business Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement. (5) The representations and warranties of Seller contained ESI and EHGI set forth in this Agreement shall be true in all material respects as of the date of this Agreement or, except in such respects as, in the reasonable judgment of the Purchaser, do not materially and correct adversely affect the business, condition (without regard to any qualification as to materiality financial or Material Adverse Effect (other than with respect to otherwise), operations, or prospects of the representation contained in Section 4.05(b))) Acquired Business or the Acquired Assets, as of the Closing (other than such representations and warranties Time as are if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. time. (6) The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf from ESI and EHGI an officer's certificate, executed by the Chief Executive Officer of Seller by an officer ESI and the President of Seller EHGI (in their capacities as such) dated the Closing Date, as to the effect that satisfaction of the conditions set forth in this Section 8.01(aparagraphs (3), (4), and (5) have been satisfiedabove and including, as exhibits, copies of all authorizing board and, where necessary, shareholder resolutions and true and complete copies of their charter documents. (b7) Each of the representations The Purchaser shall have received, on and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations Date, an opinion of Counsel to ESI and warranties EHGI or Local Counsel to ESI and EHGI, as are made as of another dateappropriate, which shall be true and correct as of such date)each addressed to Purchaser, except where the failure of such representations and warranties to be so true and correct would notdirectly, individually or substantially in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedform as attached hereto as Exhibit 8.1(7). (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.8) [Omitted] (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e9) Purchaser shall have received an executed copy from EHGI a Xxxx of Sale or such other or additional documents sufficient to transfer title to the Acquired Assets to the Purchaser and the delivery of all Software Products and Intellectual Property, in each of case reasonably satisfactory in form and substance to the documents required to be delivered to it pursuant to Section 2.09(a)Purchaser and its counsel. (f10) With respect Purchaser shall have received a release, reasonably satisfactory in form and substance to each Asset Seller Entity listed the Purchaser and its counsel, from PNC Bank, NA, releasing any and all liens and encumbrances it may have on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning Acquired Assets or the Acquired Business. (11) All conditions to the closing of all of the Foreign Investment agreements relative to the Related Transactions, as described in Real Property Tax Act Section 3.1 above, have been satisfied or waived, it being an express requirement that all of 1980the agreements described in Section 3.1 above close on the same day, adjusted for the appropriate time zones for each jurisdiction. (12) The agreement for marketing, distributing, maintaining and supporting the Software Product commonly referred to as "Squirrel," substantially in the form of and substance as Exhibit F 8.1(12) attached hereto, are executed and delivered to Purchaser. (g13) The transactions contemplated agreement for marketing, distributing, maintaining and supporting the Software Product commonly referred to as "Senercom," substantially in the form and substance as Exhibit 8.1(13) attached hereto, are executed and delivered to Purchaser. (14) The employment agreements between the Purchaser and the persons identified on Schedule 7.2 have been executed and delivered by the Triage Purchase Agreement shall be simultaneously consummatedparties. (15) ESI and EHGI will use commercially reasonable efforts to make available to the Purchaser prior to Closing an updated unaudited balance sheet and income statement with related notes and schedules as of the end of the month immediately prior to the Closing Date. If those updated financial statements are produced, they shall, for purposes of the definition of "Unaudited Financial Statements," replace and supersede the balance sheet as at July 31, 2000 and the income statement for the period ended July 31, 2000, in their entirety, for all purposes relevant to this Agreement. (16) The agreements relative to the Related Transactions, as provided in Section 3.1 above, are executed and delivered to Purchaser.

Conditions to Obligation of Purchaser. The Except as otherwise expressly provided in this Agreement, the obligation of Purchaser to consummate the Contemplated Transactions shall be is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each there will not be any injunction, judgment, order, decree, ruling or charge having the likely effect of preventing consummation of any of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Contemplated Transactions; (b) Each the Sellers will have obtained and provided Purchaser with all Consents of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as Governmental Entities or third parties that are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent required for the consummation of the Contemplated Transactions contemplated hereby in accordance with the on terms hereof. The covenants and agreements contained in this Agreement conditions reasonably satisfactory to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.Purchaser; and (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall Sellers will have been received.delivered to Purchaser: (di) No Law a xxxx of sale for all the Assets and assignment of all of the Purchased Contracts which assignment will also contain Purchaser’s undertaking and assumption of the Assumed Liabilities (the “Xxxx of Sale and Assignment and Assumption Agreement”) executed by the appropriate Sellers; (ii) appropriate assignments of Intellectual Property, in a form reasonably acceptable to Purchaser, executed by the appropriate Sellers; (iii) payoff letters acceptable to Purchaser and lien releases with respect to any and all Encumbrances on the Assets; (iv) a good standing or Judgment similar certificate of the Sellers from the secretary of state of the Sellers’ respective jurisdiction of incorporation; (whether temporaryv) a transition services agreement, preliminary in a form reasonably acceptable to Purchaser, (the “Transition Services Agreement”) executed by the Company; (vi) a supply agreement, in a form reasonably acceptable to Purchaser, (the “Supply Agreement”) executed by the Company; (vii) certified copies of the resolutions duly adopted by the Sellers’ respective boards of directors or permanent) shall have been promulgatedother similar governing bodies, enteredauthorizing the execution, enforceddelivery and performance of this Agreement and the Ancillary Agreements, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Contemplated Transactions; and (viii) such other documents or instruments as Purchaser reasonably requests to effect the Contemplated Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, satisfaction of each all of the following conditions: (a) Each of the The representations and warranties of Seller contained set forth in this Agreement shall §2 will be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedDate. (b) Each Seller will have performed and complied with all of the representations and warranties of Xxxxxx contained in its covenants under this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to respects through the effect that the conditions set forth in this Section 8.01(b) have been satisfiedClosing Date. (c) Any Seller will have obtained all of the Required Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth specified on Schedule 8.01(c) shall have been received6.1(c). (d) No Law action, suit or Judgment proceeding will be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator that could result in an unfavorable injunction, judgment, order, decree, ruling or charge that could: (whether temporary, preliminary or permanenti) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the prevent consummation of any of the Transactionstransactions contemplated under this Agreement, (ii) cause any of the transactions contemplated under this Agreement to be rescinded after the Closing, or (iii) materially affect adversely the right of Purchaser to own the Purchased Assets or the ability to operate the Business in the manner in which it is presently operated. (e) Purchaser shall Seller will have received obtained and closed on debtor-in-possession financing providing Seller with available loan borrowing capacity up to $5 million, and an executed copy event of each of the documents required default will not have been declared with respect to be delivered to it pursuant to Section 2.09(a)this financing. (f) With respect Seller will have executed and delivered to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning Purchaser a Xxxx of the Foreign Investment in Real Property Tax Act of 1980, substantially Sale in the form attached as Exhibit G (the “Xxxx of Exhibit F heretoSale”). (g) Seller will have executed and delivered to Purchaser the Assignment and Assumption Agreement. (h) Seller will have executed and delivered to Purchaser the Transitional Services Agreement. (i) The Bankruptcy Court will have issued an order approving the assumption by Seller of the Master Services Agreement, as amended by the Master Services Agreement Amendment, Seller will have complied with the terms of the Master Services Agreement, as amended by the Master Services Agreement Amendment, in all material respects since the date of the Master Services Agreement Amendment, and no material adverse effect on the customers exists arising from a material breach of the Master Services Agreement by Seller. (j) Seller will have executed and delivered to Purchaser the Custom Services Agreement Amendment in the form to be agreed to by the Parties within the seven Business Day period after the date of this Agreement and attached as Exhibit H (the “Custom Services Agreement Amendment”) and the Bankruptcy Court will have issued an order approving the assumption by Seller of the Custom Services Agreement, as amended. This condition will be of no effect if Seller has elected to proceed with the transactions contemplated under this Agreement without entering into the Custom Services Agreement Amendment. (k) Seller and Escrow Agent will have executed and delivered to Purchaser the Escrow Agreement. (l) The Approval Order will have become a final order certified by the Triage Purchase Agreement shall Bankruptcy Court and will not have been stayed pending appeal, or if stayed, such stay will no longer be simultaneously consummatedin effect, and no order will have been entered restraining, enjoining or materially modifying the effectiveness of the Approval Order. (m) All actions to be taken by Seller in connection with consummation of the transactions contemplated under the Transaction Agreements and all certificates, instruments and other documents required to effect the transactions contemplated under the Transaction Agreements will be reasonably satisfactory in form and substance to Purchaser. (n) Seller will have complied in all material respects with all orders of the Bankruptcy Court entered into for the benefit of Purchaser (such as the cash collateral order relating to the payments under the Master Services Agreement). Purchaser may waive any condition specified in this §6.1 if it executes a writing so stating at or before the Closing, but Purchaser does not have the right to waive satisfaction of the condition set forth in §6.1(l). Purchaser may waive the condition that no order will have been entered materially modifying the effectiveness of the Approval Order so long as this order does not adversely affect the rights and obligations of Seller under this Agreement.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby is further subject to the fulfillment satisfaction or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions: (ai) Each Seller shall have performed in all material respects all of its agreements, covenants, undertakings and obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller (other than Seller’s Fundamental Representations) contained in this Agreement and in any Transaction Agreement and certificate or other writing delivered by Seller pursuant hereto shall be true and correct (in all respects, in each case determined without regard to any qualification qualifications as to materiality or Material Adverse Effect (other than with respect to Effect, as if such representations or warranties were made on and as of the representation contained in Section 4.05(b))) date of this Agreement and as of the Closing Date, as if made at and as of such time (other than such representations and warranties as are or, if made as of another a specific date, which shall be true at and correct as of such date), except except, and without derogation of Purchaser’s rights under any other provision of this Agreement, including its right to indemnification relating to such claims pursuant to Article 12 hereof, where the failure of such representations and warranties failures to be so true and correct have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants , (iii) Seller’s Fundamental Representations shall be true and agreements contained correct in all respects as if such representations or warranties were made on and as of the date of this Agreement to be complied with or performed by Seller on or before and as of the Closing shall have been complied with or performed in all material respects. Date, as if made at and as of such time (or, if made as of a specific date, at and as of such date), and (iv) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect stating that the conditions set forth in this Section 8.01(a10.02(a) have been satisfied. (b) Each Seller shall have delivered, or caused to be delivered, to Purchaser all of the representations deliveries required by Section 2.05(c). (c) All consents or approvals listed in Schedule 10.02(c), shall have been obtained and warranties of Xxxxxx contained in this Agreement Purchaser shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as have received copies of such date)consents. (d) CFIUS Approval shall have been obtained. (e) There shall have been no change, except where the failure event or condition of such representations and warranties to be so true and correct would notany character that, individually or in the aggregate, has had or would reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedMaterial Adverse Effect. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to satisfaction of the fulfillment or written waiver by Purchaserfollowing conditions, provided however, that Purchaser may waive any condition specified in this subsection if it executes a writing so stating at or prior to the Closing, of each of the following conditions: (a1) Each of the representations and warranties of Seller contained set forth in this Agreement SECTION 3 shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date; (other than such representations 2) Seller shall have performed and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed all its covenants hereunder in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to respects through the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Closing; (b3) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to procured all the effect that the conditions set forth third party consents provided for in this Section 8.01(b) have been satisfied.Agreement; (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e4) Purchaser shall have received an executed copy assignment of, or be permitted to continue the use of, Seller's License Agreement with Charxxx Xxxxxxxx xxxering the Universal Ankle Support under Patent Application Serial No. 477,058 filed February 7, 1990; (5) Purchaser shall be permitted, by separate agreement or as otherwise determined by the Parties, to use the trademark "Enlightened Rubber" in the same manner Seller is currently using same; (6) Purchaser shall have received releases of each any third party liens that encumber the Assets and the Business, if any; (7) no action, suit, or proceeding against the Seller shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (1) prevent consummation of any of the transactions contemplated by this Agreement, (2) cause any of the statements to be rescinded following consummation, or (3) affect adversely the right of Purchaser to own the Assets and to operate the Business; and (8) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within effect the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall hereby will be simultaneously consummatedreasonably satisfactory in form and substance to Purchaser.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Seller contained set forth in this Agreement Section 5 shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Date; (b) Each Seller shall have performed and complied with all of its covenants hereunder through the Closing; (c) no action, suit, or proceeding shall be pending or threatened before any Governmental Body wherein an unfavorable Order would prevent consummation of any of the representations and warranties of Xxxxxx contained in transactions contemplated by this Agreement or materially or adversely affect the right of Purchaser to own the Assets nor shall any such Order be true and correct in effect; (without regard d) Seller shall have delivered to any qualification as to materiality) Purchaser a certificate, dated as of the Closing (other than such representations Date, certifying as to the incumbency and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation genuineness of the Transactions signature of each officer of Seller executing this Agreement or any of the other documents contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx certifying as to the effect that the conditions set forth matters described in this Section 8.01(bclauses (a) have been satisfied. and (cb) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions.above; (e) Purchaser Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser a Bill xx Sale, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, Assignment and Assumption Agreement substantially in the form of Exhibit F B hereto and Assignments of Patents, Patent Applications, Trademarks, Copyrights and URLs in substantially the form of Exhibit C-1 to -5 hereto.; (f) Purchaser shall have received from counsel to Seller an opinion substantially in the form of Exhibit D hereto, addressed to Purchaser, and dated as of the Closing Date; (g) The transactions contemplated hereby shall have been approved by the Triage Purchase requisite vote of the Board of Directors of Purchaser; (h) The transactions contemplated hereby shall have been approved by the requisite vote of the stockholders of HomeSpace, Inc. at its meeting to be held on July 30, 2000 (or any adjournment thereof); (i) Seller shall have delivered to Purchaser a letter from Ernst & Young, LLP agreeing to deliver the following items within three (3) days after the Closing Date: (i) Seller's audited balance sheet and statement of operations, stockholders' equity (deficit) and cash flows as of and for the fiscal year ended March 31, 2000 which shall (A) not differ in any material respect from the unaudited financial statements for such period attached as Schedule 1(f) hereto and (B) be accompanied by the report of Ernst & Young, LLP thereon which shall be unqualified (other than for a "going-concern" type qualification to the extent deemed necessary by Ernst & Young, LLP) and (ii) the written confirmation of Ernst & Young, LLP that such firm will consent to the use of its reports on Seller's financial statements in all filings by Purchaser under the Securities Act and the Securities Exchange Act of 1934, as amended, in which the inclusion of such reports and consent is required. (j) Purchaser shall have executed an agreement with Prism Mortgage Company; (k) Purchaser shall have received executed consents to assignment of the Affinity Contract with Delta Airlines, Inc.; (l) Purchaser shall have received copies of all regulatory audit letters referenced in Schedule 5(p) and such other regulatory due diligence items as it has specifically requested and Purchaser shall be reasonably satisfied with its review of such letters and items; (m) Purchaser shall have received notice from Costco Companies Inc., that the Affinity Contract between Costco Companies, Inc. and Seller has not been terminated and will be fully and properly assigned to Purchaser at Closing; (n) None of the HomeSpace Companies shall be the subject of a Bankruptcy Proceeding; and (o) The Escrow Agreement shall be simultaneously consummatedhave been executed and delivered by all the parties thereto.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions transactions contemplated hereby shall be subject to the fulfillment satisfaction on or written waiver prior to the Closing of the following conditions (any of which may only be waived in writing by Purchaser, at Purchaser to the extent permitted by applicable law): (a) Seller shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by it hereunder on or prior to the Closing, of each of the following conditions:; (ab) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification in all material respects as to materiality or Material Adverse Effect (other than with respect to at the representation contained in Section 4.05(b))) date of this Agreement and as of the Closing (other than such representations and warranties Date as are if made as of another such date; (c) Seller shall have executed and delivered to Purchaser the Investors Agreement; (d) the Company shall have entered into the Deed of Adherence; (e) the Investment Agreement shall have been amended and restated in substantially the form attached hereto as Exhibit C; (f) there shall be no order, decree, or ruling by any Governmental Authority, nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be true pending, or which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby, or which otherwise questions the validity or legality of any such transactions; (g) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement; and (h) there shall not have occurred and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in been continuing a Material Adverse Effect. The covenants Condition for such a period of time following the date hereof such that the occurrence and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing continuance of such Material Adverse Condition shall have been complied with or performed in all material respects. made it commercially impracticable for Purchaser and Xxxxxx shall to have received completed a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. Financing (b) Each of the representations and warranties of Xxxxxx contained in this Agreement which commercial impracticability shall be true and correct demonstrated by reasonable external evidence provided by Purchaser to Seller that (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (ei) Purchaser shall have received an executed copy used commercially reasonable efforts to complete the Financing; (ii) completion of each such Financing was not practicable on commercially reasonable terms; and (iii) the primary reason completion of such Financing was commercially impracticable was the occurrence and continuance of the documents required Material Adverse Condition). As used herein, “Material Adverse Condition” means the occurrence and continuance of one or more of the following events: (i) the Citi/Yield Book High-Yield Market Index, All BB-Rated (as reported in the Citi Fixed Income Indices, High-Yield Market Index Table, under the column entitled Yield to Worst) shall be delivered 6.00% or higher (as obtained from Xxxxxx Xxxxxxx, or any other bank or investment bank that subscribes to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(fthe Citi Fixed Income Indices), an affidavit that such Asset Seller Entity is not an “foreign person” within or (ii) the meaning of the Foreign Investment in Real Property Tax Act of 1980Xxxxxxx 2000 (INDEXRUSSEL:RUT) index shall be less than 847.75, substantially or (iii) (A) any change, effect, event, development, circumstance, condition or occurrence in the form legislative or regulatory environment in which Purchaser and its subsidiaries operate, or (B) the initiation of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.or material change in any

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby are subject to the fulfillment satisfaction or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following further conditions: (a) Each (i) 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, (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true at and correct as of the Closing (without regard to any qualification as qualifications therein to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(bEffect))) , as if made at and as of the Closing such time (other than such representations and warranties as are or, if made as of another a specific date, which shall be true at and correct as of such date), except where the failure of for such representations and warranties failures to be so true and correct as have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants , and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf delivered, or caused to be delivered, to Purchaser all of Xxxxxx the deliveries required by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied1.06(c). (c) Any Consents All consents or approvals listed in Section 9.02(c) of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) Disclosure Schedule, shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect obtained and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy copies of each such consents, and none of such consents or approvals from any Governmental Authority shall contain any term or condition that, in the reasonable opinion of Purchaser, would be expected to have a Material Adverse Effect or would so materially adversely impact the economic or business benefits of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by this Agreement so as to render inadvisable the Triage Purchase Agreement shall be simultaneously consummatedconsummation of such transaction.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate effect the Transactions shall be transactions contemplated hereby is also subject to the fulfillment or written waiver by Purchaser, at or prior to the PR Closing, of each of the following conditions: (a) Each of the The representations and warranties of Seller contained set forth in this Agreement Section 5.1(a), Section 5.1(b) and Section 5.1(g) shall be true and correct in all respects (without regard to except for any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained de minimis breach), in Section 4.05(b))) each case as of the date of this PR Purchase Agreement and as of the PR Closing Date as though made on and as of the PR Closing Date (other than except to the extent such representations and warranties as are made speak as of another an earlier date, in which case as of such earlier date). The representations and warranties of Seller set forth in Section 5.1(l) shall be true and correct in all material respects as of the date of this PR Purchase Agreement and as of the PR Closing Date as though made on and as of the PR Closing Date. All other representations and warranties of Seller set forth in Section 5.1 shall be true and correct as of the date of this PR Purchase Agreement and as of the PR Closing Date as though made on and as of the PR Closing Date, except (1) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except ; and (2) where the failure failure, individually or in the aggregate, of such representations and warranties to be so true and correct would not(and, if the (x) Closing and (y) USVI Closing are to occur substantially contemporaneously with the PR Closing, when taken together with the failure, individually or in the aggregate, of the representations and warranties referenced in the last sentence of Section 5.03(a) of the SPA and Section 9.3(a) of the USVI Purchase Agreement to be so true and correct as of the Closing) has not had, and would not reasonably be expected to result in have, a Material Adverse Effect (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect. The covenants and agreements contained ). (b) Seller shall have complied with or performed in this Agreement all material respects all obligations required to be complied with or performed by Seller on it under this PR Purchase Agreement at or before prior to the Closing shall have been complied with or performed in all material respects. PR Closing. (c) Purchaser and Xxxxxx shall have received a certificate signed dated as of the PR Closing Date and validly executed on behalf of Seller by an appropriate senior officer of Seller to the effect certifying that the conditions set forth specified in this Section 8.01(a8.3(a) and Section 8.3(b) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) Governmental Authority shall have been promulgated, entered, enforced, enacted imposed or issued by conditioned any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the TransactionsRequisite PR Regulatory Approval upon any Burdensome Condition. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment satisfaction (or written waiver by Purchaser, ) on or prior to the Closing Date of each of the following additional conditions: (a) Sellers shall have performed and satisfied in all material respects each of their agreements and obligations set forth in this Agreement required to be performed and satisfied by it at or prior to the Closing, of each of the following conditions:. (ab) Each of the The representations and warranties of Seller Sellers contained in this Agreement shall be true and correct (without regard to any qualification in all material respects as to materiality or Material Adverse Effect (other than with respect to of the representation contained in Section 4.05(b))) date hereof and as of the Closing Date as though made on the Closing Date (other than such representations and warranties as are made as of another date, which shall be true and correct as in all respects in the case of such daterepresentations and warranties qualified by materiality or Seller Material Adverse Effect), except where to the failure of extent such representations and warranties expressly relate to be so true and correct would not, individually or an earlier date (in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement which case they shall be true and correct (without regard to any qualification as to materiality) in all material respects as of such earlier date) (and in all respects in the Closing (other than such case of representations and warranties as are made as of another date, which shall be true and correct as of such datequalified by materiality or Seller Material Adverse Effect), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) The Sellers shall have delivered to Purchaser a certificate, dated as of the Closing Date, executed on behalf of each Seller by an authorized executive officer thereof, certifying that the conditions specified in Section 6.02(a) and Section 6.02(b) hereto have been receivedfulfilled. (d) No Law or Judgment (whether temporary, preliminary or permanent) Sellers shall have been promulgated, entered, enforced, enacted or issued delivered resignation letters executed by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Persons set forth on Section 2.09(a). (f6.02(d) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act Seller Disclosure Schedule, confirming such Person’s resignation from his or her position as a director, manager and/or officer (and/or any other similar position) of 1980, substantially in the form of Exhibit F heretoCardinal Companies. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the all representations and warranties of the Company and Seller contained in this Agreement (including the Schedules hereto), and all written information delivered to Purchaser by the Company and Seller on or prior to the Closing Date pursuant to this Agreement, (i) that are qualified as to materiality shall be true in all respects on and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing Date and (other than ii) that are not qualified as to materiality shall be true in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties as are made were made, and such written information was delivered, on and as of another datethe Closing Date; (b) the Company and Seller shall have performed and complied with all of its or her covenants hereunder in all material respects through the Closing; (c) there shall have been no Material Adverse Change in the Company from April 30, which 1997 to the Closing Date not consented to by Purchaser in writing; (d) the Company shall have procured all of the third party consents required in connection with the consummation of the transactions contemplated hereby; (e) no action, suit or proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of such date)any federal, except where state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the failure transactions contemplated by this Agreement, (ii) cause any of such representations and warranties the transactions contemplated by this Agreement to be so true rescinded following consummation, (iii) affect adversely the right of Purchaser to own the Company Stock and correct would notto control the Company, individually (iv) affect adversely the right of the Company to own its assets and to operate its businesses, (v) require or in the aggregate, could reasonably be expected to result require any divestiture by the Company of a portion of its business that Purchaser in its reasonable judgment believes will have a Material Adverse Effect. The covenants Effect on the Company or (vi) imposes any condition upon the Company that in Purchaser's reasonable judgment (x) would be materially burdensome to the Company or (y) would materially increase the costs incurred or that will be incurred by Purchaser as a result of consummating the Acquisition and agreements contained the other transactions contemplated hereby (and no such injunction, judgment, order, decree, ruling or charge shall be in this Agreement to be complied with or performed by effect); (f) Seller on or before the Closing shall have been complied with or performed in all material respects. delivered to Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that (i) each of the conditions set forth specified above in this Section 8.01(a8.1(a) have been satisfied.through (e) is satisfied in all respects; (bg) Each the Parties shall have received all authorizations, consents, and approvals of the representations and warranties of Xxxxxx contained any Governmental Entity or Regulatory Authority required in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent connection with the consummation of the Transactions transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and hereby; (h) Seller shall have received delivered to Purchaser an MAI appraisal, dated as of a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx date within two months prior to the effect Closing Date, concluding that the conditions set forth in this Section 8.01(b) have been satisfied.orderly liquidation value of the Real Property is not less than $1,500,000 (Purchaser shall provide a list of prospective MAI appraisers to Seller from which list Seller shall choose the appraiser who shall conduct the appraisal and the Company shall pay the costs of such appraisal); (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (ei) Purchaser shall have received an executed copy the resignations, effective as of the Closing, of each director and officer of the Company other than those whom Purchaser shall have specified in writing at least five Business Days prior to the Closing; (j) all actions, proceedings, instruments and documents required or incidental to carrying out this Agreement and all other related legal matters shall have been approved by counsel to Purchaser; (k) the board of directors of Purchaser and Rush, in its sole discretion, shall have approved this Agreement and the consummation by Purchaser and Rush of the transactions contemplated hereby; (l) Purchaser is satisfied with the results of its continuing business, legal, and accounting due diligence regarding the Company; (m) the Company and Seller shall have provided to Purchaser all financial information of the Company in the format required in connection with the filing of financial information of the Company with Purchaser's Current Report on Form 8-K under the Exchange Act required in connection with Purchaser's acquisition of the Business; provided, however, Purchaser shall pay for the preparation of the Form 8-K at its own expense; (n) the inventory audit contemplated by Section 6.11 shall have been completed and the results thereof shall be satisfactory to Purchaser; (o) Bobbx Xxxxxxx xxxll have entered into the Non-Competition and Confidentiality Agreement attached hereto as Schedule 8.1(o)(1), and the Consent Agreement attached hereto as Schedule 8.1(o)(2); (p) Purchaser shall have had issued to it upon terms satisfactory to Purchaser a five-year term life insurance policy on each of the lives of Seller and Bobbx Xxxxxxx xx the amount of $5.0 million and $1.0 million, respectively; and (q) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within effect the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by hereby will be reasonably satisfactory in form and substance to Purchaser. Purchaser may waive any condition specified in this Section 8.1 if it executes a writing so stating at or prior to the Triage Purchase Agreement shall be simultaneously consummatedClosing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions transactions contemplated hereby shall be subject to the fulfillment or written waiver by Purchaser, at satisfaction on or prior to the Closing, of each applicable Closing of the following conditions:conditions (any of which may only be waived in writing by Purchaser to the extent permitted by applicable law): (a) Each the closing of the transactions contemplated by the Institutional Seller SPA shall have occurred; (b) each Seller shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by such Seller hereunder on or prior to Closing; (c) the representations and warranties of each Seller (i) contained in this Agreement Section 3.1(e) and Section 3.1(f) shall be true and correct (without regard to any qualification in all but de minimis respects as to materiality or Material Adverse Effect (other than with respect to of the representation contained in Section 4.05(b))) date of this Agreement and as of the Closing Date as if made as of such date (other than except to the extent such representations and warranties as are made representation or warranty speaks solely as of another date, in which case such representation or warranty shall be so true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct would not, individually (ii) that contain any materiality or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with material adverse effect qualifications or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement limitations shall be true and correct in all respects (without regard after giving effect to any qualification such materiality or material adverse effect qualifications and limitations) as to materiality) at the date of this Agreement and as of the Closing Date as if made as of such date (other than except to the extent such representations and warranties as are made representation or warranty speaks solely as of another date, in which case such representation or warranty shall be so true and correct as of such other date), except where ) and (iii) contained in this Agreement US-DOCS\101033924.7 that are not referenced in clauses (i) and (ii) above shall be true and correct in all material respects as of the failure date of this Agreement and as of the Closing Date as if made as of such representations and warranties date (except to the extent such representation or warranty speaks solely as of another date, in which case such representation or warranty shall be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation as of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.such other date) (d) No Law there shall be no order, decree, or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued ruling by any Governmental Authority that remains in effect and that prohibitsAuthority, enjoinsnor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be pending, or makes illegal which seeks to restrain, prevent or materially delay or restructure the consummation transactions contemplated hereby, or which otherwise questions the validity or legality of the Transactions.any such transactions; (e) Purchaser there shall have received an executed copy of each of be no Regulation enacted, entered, or enforced or deemed applicable to the documents required to be delivered to it pursuant to Section 2.09(a).transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement; and (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning Parent shall have received executed copies of the Foreign Investment in Real Property Tax Act of 1980Joinder, substantially in duly executed by, or on behalf of, all the form of Exhibit F heretoManagement Sellers (other than the Initial Management Sellers). (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate purchase the Transactions shall be Acquired Assets and assume the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver satisfaction of each of the following conditions, unless explicitly waived by Purchaser, Purchaser in writing: (a) Seller shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied at or prior to the Closing; PROVIDED, that for purposes of each clarification, Seller's failure to obtain any Consent to the transfer or assignment of the following conditions:any Audio Customer Service Contract shall not be deemed a failure of Seller to satisfy its obligations under this SECTION 6.2(a). (ai) Each of the representations and warranties of Seller and contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be herein was true and correct as of such date), except where the failure of such representations date hereof and warranties to will be so true and correct would not, individually or at and as of the Closing Date; and (ii) there shall not have been any material adverse change in the aggregatebusiness, reasonably be expected to result prospects, condition (financial or otherwise) or results of operations of the Audio Conferencing Business and no event shall have occurred that would require disclosure under SCHEDULE 3.3. (c) Purchaser shall have received from Seller a certificate signed by a duly authorized executive officer of Seller certifying the satisfaction of the conditions set forth in a Material Adverse Effect. The covenants and agreements contained in SECTIONS 6.2(a) AND 6.2(b). (d) All required Consents or approvals from Governmental Authorities for the transactions contemplated by this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed obtained in all material respects. form and substance reasonably satisfactory to Purchaser and Xxxxxx its counsel and shall remain in full force and effect as of the Closing Date. (e) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or Governmental Authority preventing any transfer contemplated hereby or the consummation of the Closing, or imposing damages in respect thereto, shall be in effect, and there shall be no pending or threatened Proceedings by any Governmental Authority or by any other Person challenging or in any manner seeking to restrict or prohibit the Acquisition or the consummation of any other transactions contemplated hereby. (f) Purchaser shall have received a certificate signed on behalf from the Secretary or comparable official of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) Seller, dated as of the Closing (Date, attesting to Seller's Board of Directors' resolutions and authorizing the execution, delivery and performance of this Agreement and the other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties agreements contemplated to be so true executed, performed and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed delivered by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedhereunder. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (eg) Purchaser shall have received an executed copy of each a counterpart of the documents required Transition Services Agreement, in the form attached hereto as EXHIBIT A (the "TRANSITION SERVICES AGREEMENT"), duly executed by Seller. (h) Purchaser shall have received a counterpart of an agent agreement and wholesale reseller agreement permitting the sale by Seller of Purchaser's audio conferencing services (referred to together in the singular as the "AGENT AGREEMENT"), duly executed by Seller. (i) Purchaser shall have received a Xxxx of Sale, in form attached hereto as EXHIBIT B, duly executed by Seller (the "XXXX OF SALE"), and such other instruments as may be delivered reasonably requested by Purchaser to it pursuant transfer full legal and beneficial ownership of the Acquired Assets to Section 2.09(aPurchaser, free and clear of Encumbrances other than Permitted Encumbrances. (j) Purchaser shall have received a counterpart of the Assignment and Assumption Agreement, in the form attached hereto as EXHIBIT C, duly executed by Seller, whereby Seller will assign, and Purchaser will assume, the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"). (fk) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser shall have received a counterpart of a non-competition and non-solicitation agreement by and between the Purchaser and the Key Personnel, an affidavit that such Asset Seller Entity is not an “foreign person” within in a form mutually agreeable between Purchaser and the meaning of Key Personnel, duly executed by the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F heretoKey Personnel. (gl) The Purchaser shall have received evidence reasonably satisfactory to Purchaser and its counsel that all mortgages, security interests, collateral assignments and other Encumbrances (other than Permitted Encumbrances) on any of the Acquired Assets shall have been released, discharged and terminated in full. (m) Purchaser shall have received all other documents, instruments and certificates in connection with the transactions contemplated by the Triage Purchase this Agreement shall be simultaneously consummatedas Purchaser may reasonably request in form and substance reasonably satisfactory to Purchaser and its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written waiver by Purchaser, at on or prior to the Closing, Closing Date of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by Purchaser (provided that no such waiver shall be deemed to have cured any breach of any representation, warranty or covenant made in this Agreement): (a) Each of the The representations and warranties of Seller Parties contained in this Agreement shall be true and correct in all material respects (without regard to any qualification as to other than those representations and warranties that are qualified by materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another dateor similar qualification, which shall be true and correct in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality or Material Adverse Effect or similar qualification, which shall be true and correct in all respects) as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by the Seller on Parties at or before the Closing shall have been complied with or performed in all material respects. . (b) There shall not have occurred a Company Material Adverse Effect. (c) No temporary restraining order, preliminary or permanent injunction, cease and desist Order or other Order issued by any Governmental Body, shall be in effect prohibiting or preventing the transactions contemplated by this Agreement. (d) Purchaser and Xxxxxx shall have received agreed to the Companies’ determination and calculation of the Estimated Net Working Capital and the Closing Date Indebtedness Schedule pursuant to Section 1.4(a). (e) The Companies shall have delivered to Purchaser (i) a certificate signed on behalf payoff letter, satisfactory to Purchaser, executed by the 2014 Bond Trustee (the “2014 Bond Payoff Letter”), (ii) payoff letters, each in the form attached as Exhibit C hereto, executed by each Person that is a party to a Loan Agreement (the “Loan Payoff Letters”), and (iii) payoff letters, satisfactory to Purchaser, executed by Xxxxxxxx & Xxxxxxxx, P.A. with respect to (A) that certain Promissory Note dated April 1, 2008, made by Tensas in favor of Seller Xxxxxxxx & Xxxxxxxx, P.A., in the principal amount of $** and (B) that certain Promissory Note dated December 1, 2006, made by an officer Perry in favor of Seller Xxxxxxxx & Xxxxxxxx, P.A., in the principal amount of $**. (f) The Company Equityholders shall have caused Xxxxxxxx & Xxxxxxxx, P.A. to satisfy all outstanding obligations pursuant to, and terminate, each Loan Agreement. ** Confidential terms omitted and provided separately to the Securities and Exchange Commission. (g) The Companies shall have delivered the following to Purchaser: (i) a certificate, dated as of the Closing Date, executed by the Companies to the effect that the conditions set forth in this Section 8.01(a5.1(a), Section 5.1(b) and Section 5.1(c) have been satisfied.; (bii) Each the Bills of Sale and Warranty Deeds, duly executed and delivered by each Company; (iii) a certificate of the representations secretary, trustee or manager, as applicable, of each Company and warranties each Seller Party which is an entity certifying to (A) the certificate of Xxxxxx contained incorporation, as amended (or similar incorporation or formation documents), of such entity, certified by the Secretary of State of the jurisdiction in this Agreement shall be true which each such entity is incorporated, formed or organized, as of a recent date, and correct stating that no amendments have been made to such certificate of incorporation (without regard or similar incorporation or formation documents) since such date, (B) all other Governing Documents of such entity, (C) the adoption of resolutions by such entity approving the transactions contemplated by the Transaction Documents, and (D) the incumbency of the officers, trustees or managers, as applicable, signing the Transaction Documents on behalf of such entity (together with their specimen signatures); (iv) a non-foreign affidavit described in Section 1445(b)(2) of the Code from each Company in form and substance reasonably satisfactory to Purchaser accurately stating that such Company is not a “foreign person”; (v) a good standing certificate, as of a recent date, for each Company certified by the Secretary of State of (A) the state of organization of such entity, and (B) each other jurisdiction in which such entity is qualified to do business as a foreign entity; (vi) all Consents set forth in Section 2.5 of the Disclosure Schedule; (vii) evidence satisfactory to Purchaser and the Title Company of the release and satisfaction of all Liens (except for Permitted Liens) on any assets of any Company (including the Owned Real Properties) or the equity securities of any Company; (viii) the Notice of Redemption, the Defeasance Certificate and satisfactions of all Deeds of Trust and/or mortgages encumbering the Owned Real Property or the Purchased Assets, and releases of any other collateral securing the 2014 Bonds, each in form and substance satisfactory to Purchaser in its sole discretion; (ix) in addition to the items set forth in Section 5.1(g)(viii), evidence satisfactory to Purchaser of satisfaction or cancellation of any Indebtedness, notes or other obligations of any Company to any qualification as to materiality) as Seller Party or any of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the their respective Affiliates effective upon consummation of the Transactions contemplated hereby Closing; (x) a title insurance policy, or an irrevocable commitment to issue a title insurance policy, upon satisfaction of all scheduled requirements set forth therein, for each parcel of Owned Real Property, in form in accordance with the terms hereof. The covenants and agreements contained in provisions of this Agreement and otherwise satisfactory to Purchaser; (xi) tax clearance certificates from each jurisdiction that imposes Taxes on any Company or where any Company has a duty to file Tax Returns; (xii) Consulting Agreements each in the form attached hereto as Exhibit D, duly executed by each of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxxx XxXxxxx; (xiii) a warranty deed conveying to Purchaser the Owned Real Property, together with all Improvements, subject only to Permitted Liens, (xiv) a title affidavit of each applicable Seller Party attesting to Liens, judgments, residence or jurisdiction of formation, bankruptcies, parties in possession, survey, gap, and other matters affecting the Owned Real Property, and any matters as may be complied reasonably requested by the Title Company (which shall include among other things, language sufficient to delete the “standard exceptions” from the title insurance policy), in form satisfactory to Purchaser; (xv) a duly executed estoppel certificate with respect to any Permitted Lien affecting the Owned Real Property or performed any portion thereof as reasonably requested by Xxxxxx Purchaser; (xvi) a Survey for each parcel of Owned Real Property in accordance with the provisions of this Agreement and otherwise satisfactory to Purchaser; (xvii) a general assignment of all developer or declarant or other rights of any Seller Party with respect to any Owned Real Property or portion thereof, if any, as requested by Purchaser (and assignments of any Permitted Liens as are requested by Purchaser); (xviii) Evidence satisfactory to Purchaser of termination of all Contracts set forth on or before Section 2.22 of the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx Disclosure Schedule, other than the Specified Affiliated Contracts; (xix) Amendments to the effect Specified Affiliated Contracts, each (A) duly executed by all applicable parties thereto, (B) amending the expiration date of each Specified Affiliated Contract to December 31, 2015, (C) providing that each Specified Affiliated Contract may be terminated at any time prior to December 31, 2015 in the event of a material breach of such Specified Affiliated Contract by any party thereto other than Purchaser, and (D) otherwise on the same terms and conditions set forth in this Section 8.01(b) have been satisfiedas the original Specified Affiliated Contracts. (cxx) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporaryNovation Agreements, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of attached hereto as Exhibit E (the “Novation Agreements”), duly executed and delivered by each applicable Company; (xxi) the Management Agreement, in the form attached hereto as Exhibit F hereto.(the “Management Agreement”), duly executed and delivered by each applicable Company; (gxxii) The transactions contemplated by evidence reasonably satisfactory to Purchaser of delivery of the Triage Purchase Agreement Irrevocable Direction Letters in accordance with Section 4.6(b); (xxiii) evidence reasonably satisfactory to Purchaser of delivery of the New Account Notices in accordance with Section 4.6(c); and (xxiv) such other documents, instruments or certificates as shall be simultaneously consummatedreasonably requested by Purchaser or its counsel.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate purchase the Transactions shall be Acquired Assets and assume the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, satisfaction of each of the following conditions: (a) Seller shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied at or prior to the Closing. (b) (i) Each of the representations and warranties of Seller contained herein shall have been true and correct in this Agreement all respects as of the date hereof and shall be true and correct in all material respects (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained except representations and warranties qualified by “material” shall be true in Section 4.05(b))all respects) on and as of the Closing Date; and (other than such representations and warranties as are made as ii) there shall not have been any change in the Acquired Assets, Assumed Liabilities or the business, prospects, condition (financial or otherwise) or results of another date, which shall be true and correct as operations of such date), except where the failure Business since the date of such representations and warranties to be so true and correct would not, this Agreement that individually or in the aggregate, reasonably be expected to result in aggregate could constitute a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents All (i) required Consents; (ii) Permits; (iii) other Orders or notifications of, or registrations, declarations or filings with, or expiration of waiting periods imposed by, any applicable Governmental Authorities under applicable Competition Laws Bodies for the Transactions for the jurisdictions Acquisition, and all Consents set forth on Schedule 8.01(c3.3(b) shall have been receivedobtained in form and substance reasonably satisfactory to Purchaser and its counsel and shall remain in full force and effect as of the Closing Date. (d) No Law or Judgment (whether temporarytemporary restraining order, preliminary or permanent) shall have been promulgatedpermanent injunction, entered, enforced, enacted cease and desist order or other order issued by any court of competent jurisdiction or Governmental Authority that remains in effect and that prohibits, enjoins, Body preventing any transfer contemplated hereby or makes illegal the consummation of the TransactionsClosing, or imposing damages in respect thereto, shall be in effect, and there shall be no pending or threatened Legal Proceedings by any Governmental Body or by any other Person challenging or in any manner seeking to restrict or prohibit the Acquisition or the consummation of any other transactions contemplated hereby. (e) Purchaser shall have received an executed copy of each completed its due diligence of the documents required Acquired Assets, Business and Assumed Liabilities to be delivered to it pursuant to Section 2.09(a)the sole satisfaction of Purchaser, including, without limitation, conducting environmental audits and property inspections of the Owned Real Property. (f) With respect Purchaser shall have received evidence satisfactory to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser that all Taxes arising from or related to Seller’s Business, an affidavit the Acquired Assets and the Acquisition have been paid, including without limitation the following: (i) evidence that such Asset Seller Entity is not an “foreign person” within the meaning timely and proper notice of the Foreign Investment in Real Property transactions contemplated by this Agreement have been provided to all appropriate Governmental Bodies; and (ii) Seller has received (and delivered a copy to Purchaser) Tax Act of 1980clearance certificates from the appropriate Governmental Bodies confirming all Taxes arising from or related to the Seller’s Business, substantially in the form of Exhibit F heretoAcquired Assets and the Acquisition have been paid and all Tax Returns have been properly filed; provided, however, that for any such Tax clearance certificates that by law cannot be obtained prior to Closing, Seller will use its commercially reasonable efforts to obtain the Tax clearance certificate (with a copy delivered to Purchaser) within 120 days after the Closing Date. (g) The transactions contemplated Purchaser shall have received evidence satisfactory to Purchaser that all Liens indicated to exist by record searches made by Purchaser prior to the Triage Purchase Agreement Closing Date shall have been removed, or, at the sole discretion of Purchaser, Purchaser shall have received payoff letters, satisfactory to Purchaser and its counsel, reflecting the amount required to fully pay and satisfy of all of Seller’s Debt to be paid at Closing pursuant to Section 2.2, which payoff letters shall confirm that all Liens (other than Permitted Exceptions) on any of the Acquired Assets shall be simultaneously consummatedreleased, discharged and terminated in full upon payment of the amount set forth therein. (h) Purchaser shall have received evidence, satisfactory to Purchaser and its representatives, (i) that Seller’s exclusive Contract with RettCo, pertaining to the Newnan Facility, has been terminated or is no longer in effect and (ii) that RettCo or Seller has not assigned such Contract to any Person. (i) Purchaser shall have received evidence, satisfactory to Purchaser and its representatives, that Seller, at Seller’s sole cost and expense, (x) has removed from Seller’s Houston Facility all drums or other containers containing or which used to contain any Hazardous Material or other manufacturing waste product other than drums or other containers containing Hazardous Material or other manufacturing waste product generated in the ordinary course of business since the most recent pick-up prior to the Closing Date, which such pick-up shall not have been more than 10 days prior to the Closing Date, and (y) has properly stored and labeled all other drums or other containers containing or used to contain any Hazardous Material or other manufacturing waste product generated in the ordinary course of business since the most recent pick-up prior to the Closing Date that have not yet been picked up by Seller’s waste disposal company, all in compliance with Environmental Laws or other Laws. (j) Purchaser shall have received, at its own cost, an owner’s policy for title insurance for the Newnan Facility and a survey for the Newnan Facility, all in form reasonably satisfactory to Purchaser, evidencing Purchaser’s title in the Newnan Facility free and clear of all Liens other than Permitted Exceptions. (k) Purchaser shall have received all of the deliverables required by Section 6.4.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated herein in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (aA) Each of the representations and warranties of Seller contained set forth in this Agreement Section 5 above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date; (other than such representations B) Seller shall have performed and warranties as are made as complied with all of another dateits covenants hereunder in all material respects through the Closing; (C) Seller shall have procured all of the third party consents listed in Schedule 5(b); provided that Purchaser (in its sole discretion) may elect to waive the failure to obtain one or more consents. Seller shall have received all authorizations, which consents, and approvals of Governmental Bodies specified on Schedule 5(b), all on terms reasonably satisfactory to Purchaser; (D) no action, suit, or proceeding shall be true and correct as pending or to the Knowledge of such date)Seller, except where threatened before any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the failure transactions contemplated by this Agreement, (ii) cause any of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation, or performed by Seller on or before (iii) affect adversely the right of the Purchaser to own the Assets and conduct the Business after the Closing Date; (E) Seller shall have been complied with or performed in all material respects. delivered to Purchaser certificates dated as of the Closing Date certifying (i) that attached thereto is a true and Xxxxxx shall have received a certificate signed on behalf complete copy of the Articles of Incorporation of Seller by an officer and all amendments thereto, (ii) that attached thereto is a true and complete copy of the bylaws of Seller to and all amendments thereto, (iii) that Seller has satisfied each of the effect that the closing conditions set forth in Sections 10(a)-(d) of this Agreement, (iv) as to the incumbency and genuineness of the signature of each officer of Seller executing this Agreement or any of the other documents contemplated hereby, and (v) of the Secretaries required by Section 8.01(a) have been satisfied.4.14; (bF) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx delivered to Purchaser such documents as are contemplated by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.4 hereof; (cG) Any Consents At least 80% of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth employees listed on Schedule 8.01(c4.11(a) shall have been received.entered into employment arrangements with Purchaser on terms reasonably satisfactory to Purchaser; and (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (eH) Purchaser shall have received entered into an executed copy of each assignment of the documents required to be delivered to 8 leases (or such portion thereof it accepts) for the Real Property from which the Business presently is conducted, pursuant to standard form assignments or obtained subleases as set forth in Section 2.09(a)4.7 above. Notwithstanding the above, if the landlord(s) is unwilling to enter into an assignment, Seller, if permitted by the landlord, will enter into a sublease agreement on substantially the same terms and conditions as the lease. Nothing herein contained shall prevent Purchaser from rejecting any lease without further consideration to Seller. Purchaser may waive any condition specified in this Section 10 if it executes a writing so stating at or prior to the Closing. (fI) With respect Seller shall have loaned $5 million to each Asset Seller Entity listed on Schedule 8.01(f)R-DOC, LLC, an affidavit that affiliate of Purchaser, and shall have caused property at 113 Reed Xxxxxx xx Xxxxxxxxx, South Carolina and property known as the Klapman ax Xxxx Columbia, SC be transferred to R-DOC, LLC in consideration of $3,444,679.71. In consideration of such Asset loan and such transfer, R-DOC, LLC shall deliver to Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially at Closing its promissory note in the form amount of Exhibit F hereto. $8,444,679.71 payable in 60 equal quarterly payments of principle and interest at 7 1/2 % per annum in the amount of $234,849.66 (gthe "R-DOC Note") The transactions contemplated by the Triage Purchase Agreement which note shall be simultaneously consummatedsecured by a security interest in all assets of R-DOC, LLC (the "R-DOC Security Agreement").

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated by this Agreement and the other Transaction Documents is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, Closing of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by Purchaser (provided that no such waiver shall be deemed to have cured any Breach of any representation, warranty, or covenant made in this Agreement): (a) Each of the The representations and warranties of Seller contained in this Agreement Agreement, considered in the aggregate, shall be true true, correct, and correct complete in all material respects (without regard to any qualification as to materiality other than (i) those representations and warranties that are Fundamental Reps or are qualified by Material Adverse Effect or similar qualification, which shall each be true, correct, and complete in all respects and (other than with respect to the representation contained ii) those representations and warranties set forth in Section 4.05(b2.8 (Taxes), Section 2.13 (Employee Benefits), Section 2.15 (Litigation), Section 2.16 (Compliance with Laws; Permits) and Section 2.17 (Environmental Matters), which (A) shall each be true, correct and complete in all respects as would not, individually or in the aggregate be reasonably likely to result in any unindemnified post-Closing Liability to Purchaser of at least $450,000, and (B) in the case of Section 2.15 (Litigation), would not result in a claim which would be subject to any of clauses (A), (B), (D) or (E) of Section 6.3(a)(iii); in all cases, both as of the date of this Agreement and as of the Closing (other than such representations and warranties as that are made as of another a specified date, which representations and warranties shall be true true, correct, and correct complete as of such date), except where the failure of such representations . (b) Seller shall have performed or complied in all material respects with all obligations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in required by this Agreement to be performed or complied with or performed by Seller on at or before prior to the Closing, provided that the obligations and covenants required by Section 4.8 and Section 4.11 shall be complied with in all respects. (c) There shall not have occurred a Seller Material Adverse Effect. (d) No temporary restraining Order, preliminary or permanent injunction, cease and desist Order, or other Order issued by any Governmental Body, shall be in effect prohibiting or preventing the transactions contemplated by this Agreement or any other Transaction Document. (e) Purchaser or its Affiliates shall have obtained all Permits set forth in Section 5.1(e) of the Disclosure Schedule (the “Closing Permits”) from applicable Governmental Bodies to the extent any such Permit of Seller is not transferable or assignable to Purchaser pursuant to this Agreement. (f) The Reorganization and IPO shall have been complied with or performed in all material respects. Purchaser and Xxxxxx consummated; (g) Seller shall have received delivered the following to Purchaser: (i) a certificate signed on behalf certificate, dated as of Seller the Closing Date, executed by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a5.1(a), Section 5.1(b), Section 5.1(c), and Section 5.1(d) have been satisfied.; (bii) Each the Xxxx of Sale, duly executed and delivered by Seller; (iii) certificates of title duly endorsed and transferred to Purchaser for all titled equipment and vehicles included in the Purchased Assets; (iv) a certificate of the representations secretary of Seller certifying to the accuracy and warranties completeness of Xxxxxx contained in and attaching (A) its Governing Documents, (B) a copy of resolutions duly adopted by the members, shareholders, board and managers, as applicable, of Seller approving this Agreement shall be true and correct the execution and delivery of the Transaction Documents, and (without regard to any qualification as to materialityC) the incumbency of the officers signing the Transaction Documents on behalf of Seller (together with their specimen signatures); (v) certification of non-foreign status for Seller dated as of the Closing Date complying with the requirements of Treasury Regulations Section 1.1445-2(b)(2) in form and substance reasonably satisfactory to Purchaser; (vi) a good standing certificate, dated within ten (10) days of the Closing Date, of Seller certified by the Secretary of State of (A) the jurisdiction of formation of Seller, and (B) each other jurisdiction in which such entity is qualified to do business as a foreign entity; (vii) payoff letters (the “Payoff Letters”) in form and substance reasonably satisfactory to Purchaser executed by each Person to whom Seller owes any Indebtedness; (viii) evidence reasonably satisfactory to Purchaser of the release of all Liens (except for Permitted Liens) on any assets of Seller; (ix) the Employment Agreement, duly executed and delivered by Xxxx Xxxxx; (x) a security agreement, in the form attached hereto as Exhibit E (the “Security Agreement”), duly executed and delivered by Seller; (xi) the Intellectual Property Assignment Agreement, duly executed and delivered by Seller; (xii) evidence of termination of each Real Property Lease listed on Section 4.1(c) of the Disclosure Schedule, duly executed by each landlord party thereto, together with New Leases for each such Leased Real Property (other than such representations and warranties as are made as of another date, which shall be true and correct as of such datewith respect to any Excluded Real Property), except where duly executed by each landlord party thereto; (xiii) evidence of the failure assignment of such representations each Real Property Lease not listed on Section 4.1(c) of the Disclosure Schedule (other than with respect to any Excluded Real Property), duly executed by each landlord party thereto; (xiv) a statement of the Seller Transaction Expenses and warranties Change of Control Payments (to the extent then knowable), in form and substance reasonably satisfactory to Purchaser; (xv) a statement of the auditor fees associated with the audit of Seller’s financial statements for the nine (9) months ended January 31, 2017, in form and substance reasonably satisfactory to Purchaser; (xvi) a statement of the aggregate Reimbursable CapEx Expenditure, in form and substance reasonably satisfactory to Purchaser; (xvii) all items required to be so true and correct would not, individually or referenced in the aggregate, reasonably be expected to materially delay or prevent the consummation Section 2.24 of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing Disclosure Schedule shall have been complied terminated; (xviii) evidence reasonably acceptable to Purchaser that Seller has obtained tail or extended reporting period coverage for Seller’s “claims-made” insurance policies (if any) for two (2) years following the Closing; (xix) from Seller, an executed Texas Comptroller of Public Account Forms 01-917, Statement of Occasional Sale, for the Purchased Assets that it owns and uses in the Business; (xx) the Equity Documents, executed by the applicable Seller (or their designees), as well as such additional documents as reasonably requested by Purchaser or Ranger, Inc. with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx respect to the effect that Equity Interest in form and substance satisfactory to the conditions set forth in this Section 8.01(b) have been satisfied.applicable Parties; (cxxi) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.from Seller, a duly completed and executed IRS Form W-9 establishing that Seller is exempt from U.S. back-up withholding; (dxxii) No Law or Judgment (whether temporarysuch documents, preliminary or permanentif any, as are necessary to transfer the Employee Benefit Plans listed on Section 1.1(a)(xvii) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions.Disclosure Schedule to Purchaser, duly executed by Seller and the administrator(s) of such plans (as applicable or necessary); (exxiii) evidence reasonably acceptable to Purchaser shall have received an executed copy of that Hall and each of his Affiliates has transferred all personal property owned by Hall and used in the documents required Business to be delivered to it pursuant to Section 2.09(a).Seller; and (fxxiv) With respect to each Asset Seller Entity listed on Schedule 8.01(f)such other documents, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement instruments or certificates as shall be simultaneously consummatedreasonably requested by Purchaser or its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the The representations and warranties of the Seller contained set forth in this Agreement Article III above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing (other than such representations and warranties as are made as date of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Closing; (b) Each of the representations The Seller shall have performed and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed all of its covenants hereunder in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to respects through the effect that the conditions set forth in this Section 8.01(b) have been satisfied.Closing; (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) The Seller shall have been received.procured all of the third party consents required by Purchaser, if applicable; (d) No Law action, suit or Judgment (whether temporaryProceeding shall be pending or threatened before any Court or quasi-judicial or administrative agency of any federal, preliminary provincial, county, local or permanent) shall have been promulgatedforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, enteredjudgment, enforcedOrder, enacted or issued by any Governmental Authority that remains in effect and that prohibitsdecree, enjoinsruling, or makes illegal the charge would (i) prevent consummation of any of the Transactions.transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) affect adversely the right of Purchaser to own the Purchased Assets and to operate the Business (and no such injunction, judgment, Order, decree, ruling, or charge shall be in effect); (e) The Seller and the Purchaser shall have received all authorizations, consents, and approvals of Governmental Entities that are required, including the CSE, in order to consummate the transaction contemplated hereby, and none of such authorizations, consents, and approvals shall contain any terms, limitations, or conditions which Purchaser determines in good faith to be materially burdensome to Purchaser, or which restrict Purchaser from owning or operating the Purchased Assets or from conducting the Business in substantially the same manner as conducted on the date hereof; (f) Seller shall have obtained approval of the shareholders of Seller in respect of the transactions contemplated by the Transaction Documents; (g) Purchaser shall have received from counsel to the Seller an executed copy of each opinion in form and substance satisfactory to Purchaser, addressed to Purchaser, and dated as of the documents date of the Closing; (h) There shall not have been any occurrence, event, incident, action, failure to act, or transaction since February 14, 2020 which has had or is reasonably likely to cause a Material Adverse Effect on the Business or the Purchased Assets; (i) Purchaser shall have completed its business, accounting and legal due diligence review of the Business and Purchased Assets and the results thereof shall be reasonably satisfactory to Purchaser; (j) The Seller shall have complied to the extent necessary with any applicable bulk sales or bulk transfer laws; (k) All actions to be taken by the Seller in connection with consummation of the transaction contemplated hereby and all agreements, including this Agreement, certificates, opinions, instruments, and other documents, including the Transaction Documents, required to affect the transactions contemplated hereby will be delivered satisfactory in form and substance, and executed and delivered, if applicable, to it pursuant to Section 2.09(a).Purchaser; and (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (gl) The transactions contemplated by Purchaser and the Triage Purchase Agreement Seller shall be simultaneously consummated.have entered into each of: (i) the Profit Sharing Agreement;

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate purchase and pay for the Transactions shall be Acquired Assets and assume the Assumed Liabilities is subject to the fulfillment satisfaction (or written waiver by Purchaser, at ) on or prior to the Closing, of each Closing of the following conditions: (a) Each Save as Disclosed, (i) the Fundamental Warranted Statements of Seller shall be true and accurate in all material respects as of the representations date of this Agreement and warranties as of Closing (except to the extent such statements expressly relate to an earlier date, in which case as of such earlier date), (ii) the Warranted Statement contained in the first sentence of Section 3.14 shall be true and accurate as of the date of this Agreement and as of the first date on which all documents described in Sections 6.02(b), (e) and (f) have been obtained (or the requirement therefor waived by Purchaser) as if made on such date, and (iii) all other Warranted Statements of Seller contained in this Agreement (excluding those described in clauses (i) and (ii)) shall be true and correct accurate (without regard to any qualification disregarding all qualifications or limitations as to materiality or “materiality” and “Seller Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))Effect” set forth therein) as of (A) the Closing date of this Agreement (other than except to the extent such representations and warranties as are made as of another statements expressly relate to an earlier date, in which shall be true and correct case as of such earlier date), except except, in the case of this clause (A), where the failure of such representations and warranties Warranted Statements to be so true and correct would notaccurate, individually or and in the aggregate, has not had and would not reasonably be expected to result in † Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. have a Seller Material Adverse Effect. The covenants , and agreements contained (B) Closing (except to the extent such statements expressly relate to an earlier date, in which case as of such earlier date), except, in the case of this Agreement clause (B), where the failure of such Warranted Statements to be complied so true and accurate, individually and in the aggregate, would not reasonably be expected to give rise to Warranty Claims with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller aggregate value exceeding {***}† (without giving effect to the effect that the conditions set forth limitations described in this Section 8.01(a8.05(a) have been satisfiedand Section 8.05(b)). (b) Each All consents, substantially in the Agreed Form, with such material changes as may be requested by the applicable counterparty and agreed between Seller and Purchaser (such agreement not to be unreasonably withheld or delayed), from the counterparty to each Assigned Contract specified on Schedule 6.02(b) to the assignment to Purchaser of the representations rights of Seller and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than its Affiliates’ under each such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing Assigned Contract shall have been complied with or performed in all material respects. Purchaser obtained, and Seller such consents shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) not have been satisfiedrevoked by any counterparty prior to Closing. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) Seller shall have been receivedperformed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of Closing. (d) No Law or Judgment (whether temporary, preliminary or permanent) A non-compete agreement in the Agreed Form shall have been promulgated, entered, enforced, enacted or issued executed and delivered by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation each of the Transactionsshareholders of Cambridge Laboratories Group Limited set forth on Schedule 6.02(d). (e) Purchaser The letter agreement referred to in Schedule 6.02(e), in the Agreed Form, shall have received an been executed copy of each of the documents required to be and delivered to it pursuant to Section 2.09(a)by LifeHealth Limited. (f) With respect The consent, in the Agreed Form, from LifeHealth Limited to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning novation to Purchaser of the Foreign Investment in Real Property Tax Act of 1980LifeHealth Agreements shall have been obtained, substantially in the form of Exhibit F heretoand such consent shall not have been revoked by LifeHealth Limited prior to Closing. (g) The transactions contemplated by Seller shall have delivered to Purchaser the Triage Purchase Agreement Audited Financial Information, which Audited Financial Information shall be simultaneously consummatedsubstantively identical to the Financial Information.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby are subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following further conditions: (a) 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, provided, however, for the avoidance of doubt, neither the Purchaser’s receipt of the financing contemplated by the Financing Commitments, nor the receipt by Purchaser of the proceeds of any other financing, is a condition to the Purchaser’s obligation to consummate the transactions contemplated hereby, (b) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true and correct (without regard to any qualification as qualifications therein to materiality or Material Adverse Effect (Effect, other than with respect the reference to Material Adverse Effect in the representation contained in first sentence of Section 4.05(b))2.08) as of the Closing date hereof and at and as of the Closing, as if made at and as of such time (other than such representations and warranties as are or, if made as of another a specific date, which shall be true at and correct as of such specified date), except where the failure of for such representations and warranties inaccuracies that would not reasonably be expected to be so true and correct would nothave, individually or in the aggregate, a Material Adverse Effect; provided, however, that the representations and warranties set forth in Sections 2.01, 2.02, 2.05 and 2.06 shall be true and correct in all respects. (c) since the date of this Agreement, there shall not have occurred any change, effect or development that has had, or could reasonably be expected to result in have, a Material Adverse Effect. The covenants and agreements contained ; (d) (i) except as otherwise provided in this Agreement to Section 9.02(d)(ii) of the Seller Disclosure Schedule, from the date hereof through the Closing, (A) no less than $8,000,000,000 (of which at least $2,000,000,000 shall be complied with or performed by Seller on or before in the form of unused capacity as of the Closing Date) of the Current Warehouse Facilities (or replacement Warehouse Facilities incurred in accordance with Section 4.01(g)) shall be in full force and effect and (B) there shall not be any default (or any event that would have constituted a default with notice) under or with respect to any such Warehouse Facilities; (ii) there shall not have occurred a Servicer Downgrade; and (iii) as of the Closing, there shall be at least $2,000,000,000 of BIT Mortgage Loans that will have been funded within 60 days of the Closing Date excluding any BIT Mortgage Loans sourced out of the Business’ relationship with HRBMC or funded through the Business’ correspondent channel (the most recently originated $2,000,000,000 of such BIT Mortgage Loans, as measured by unpaid principal balance as of the Closing Date, being referred to as the “BIT Requirement Loans”); (e) all Intercompany Indebtedness shall have been complied extinguished in accordance with or performed in all material respects. Section 4.05; (f) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect Parent certifying that the conditions set forth in Sections 9.02(a) through (e) shall have been satisfied; (g) Purchaser will have received at least five Business Days prior to Closing the 2007 Audited Financial Statements, including an auditor’s opinion prepared by KPMG that contains no exceptions, qualifications or disclaimers, except for (i) those exceptions, qualifiers or disclaimers that were contained in the auditor’s opinion of KPMG to the 2006 Audited Financial Statements, and (ii) the explanatory paragraph described in Section 9.02(g)(ii) of the Purchaser Disclosure Schedule; and (h) (i) all of the approvals, consents, authorizations, orders, permits and filings listed in Section 9.02(h)(i) of the Purchaser Disclosure Schedule shall have been obtained (without the imposition of any material limitations, restrictions or conditions) or made and be in full force and effect, (ii) all other approvals, consents, authorizations, orders, permits and filings required to be obtained from or made with a Governmental Authority to consummate the transactions contemplated hereby or otherwise operate the Company or any of its Subsidiaries immediately after the Effective Time as presently conducted shall have been obtained (without the imposition of any material limitations, restrictions or conditions) or made and be in full force and effect; provided, that, this clause (ii) shall be deemed to be satisfied to the extent (x) all approvals, consents, authorizations, orders, permits and filings required to be obtained from or made with 50% of the U.S. states and territories not listed on Section 8.01(a9.02(h)(i) of the Purchaser Disclosure Schedule (the “Other Regulatory Approvals”) have been satisfied. obtained (bwithout the imposition of any material limitations, restrictions or conditions) Each or made and are in full force and effect and (y) the failure to obtain or make all other approvals, consents, authorizations, orders, permits and filings required to be obtained from Governmental Authorities would not reasonably be expected to provide a reasonable basis to conclude that Purchaser or any of its Affiliates (including the Company and its Subsidiaries) would be subject to risk of criminal sanctions; and (iii) all other approvals or consents (excluding those consents set forth on Section 9.02(h)(iii) of the representations and warranties Purchaser Disclosure Schedule) required to be obtained from a Person other than a Governmental Authority to consummate the transactions contemplated hereby or otherwise operate the Company or any of Xxxxxx contained in this Agreement its Subsidiaries immediately after the Effective Time as presently conducted shall be true and correct have been obtained (without regard to the imposition of any qualification as to materialitymaterial limitations, restrictions or conditions) as of the Closing (or made and be in full force and effect, other than such representations and warranties as are made as of another datethose, which shall be true and correct as of such datewith respect to this clause (iii), except where the failure absence of such representations and warranties to be so true and correct would notwhich, individually or in the aggregate, would not reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedCompany Material Adverse Effect. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate purchase the Transactions shall be Acquired Assets and assume the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver satisfaction of each of the following conditions, unless explicitly waived by Purchaser, Purchaser in writing: (a) Seller shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied at or prior to the Closing; PROVIDED, that for purposes of each clarification, Seller's failure to obtain any Consent to the transfer or assignment of the following conditions:any EventPlus Customer Account shall not be deemed a failure of Seller to satisfy its obligations under this SECTION 6.2(a). (ai) Each of the representations and warranties of Seller and contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be herein was true and correct as of such date), except where the failure of such representations date hereof and warranties to will be so true and correct would not, individually or at and as of the Closing Date; and (ii) there shall not have been any material adverse change in the aggregatebusiness, reasonably be expected to result in a Material Adverse Effect. The covenants prospects, condition (financial or otherwise) or results of operations of the EventPlus Business and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing no event shall have been complied with or performed in all material respects. occurred that would require disclosure under SCHEDULE 3.3. (c) Purchaser and Xxxxxx shall have received from Seller a certificate signed on behalf of Seller by an a duly authorized executive officer of Seller to certifying the effect that satisfaction of the conditions set forth in this Section 8.01(aSECTIONS 6.2(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such dateAND 6.2(b), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporarytemporary restraining order, preliminary or permanent) permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or Governmental Authority preventing any transfer contemplated hereby or the consummation of the Closing, or imposing damages in respect thereto, shall have been promulgatedbe in effect, entered, enforced, enacted and there shall be no pending or issued threatened Proceedings by any Governmental Authority that remains or by any other Person challenging or in effect and that prohibits, enjoins, any manner seeking to restrict or makes illegal prohibit the Acquisition or the consummation of the Transactionsany other transactions contemplated hereby. (e) Purchaser shall have received an executed copy a certificate from the Secretary or comparable official of each Seller, dated as of the documents required Closing Date, attesting to Seller's Board of Directors' resolutions and authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated to be executed, performed and delivered to it pursuant to Section 2.09(a)by Seller hereunder. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning Purchaser shall have received a counterpart of the Foreign Investment in Real Property Tax Act of 1980Transition Services Agreement, substantially in the form of Exhibit F heretoattached hereto as EXHIBIT A (the "TRANSITION SERVICES AGREEMENT"), duly executed by Seller. (g) The Purchaser shall have received a counterpart of an agent agreement in the form attached hereto as EXHIBIT B, which will permit the sale by Seller of Purchaser's event services (the "AGENT AGREEMENT"), duly executed by Seller,. (h) Purchaser shall have received a Xxxx of Sale, in form attached hereto as EXHIBIT C, duly executed by Seller (the "XXXX OF SALE"), and such other instruments as may be reasonably requested by Purchaser to transfer full legal and beneficial ownership of the Acquired Assets to Purchaser, free and clear of Encumbrances. (i) Purchaser shall have received a counterpart of the Assumption Agreement, in the form attached hereto as EXHIBIT D, duly executed by Seller, whereby Purchaser will assume, the Assumed Liabilities (the "ASSUMPTION AGREEMENT"). (j) Purchaser shall have received a counterpart of the Enterprise License Agreement, in the form attached hereto as EXHIBIT E. (k) Purchaser shall have received a counterpart of the Registration Software License Agreement, in the form attached hereto as EXHIBIT F. (l) Purchaser shall have received a schedule of the accounts receivable due Seller and aging reports for the EventPlus Customer Accounts as of the Closing Date. (m) Purchaser shall have received a estimated schedule of all deposits included in the Acquired Assets. (n) Purchaser shall have received all other documents, instruments and certificates in connection with the transactions contemplated by the Triage Purchase this Agreement shall be simultaneously consummatedas Purchaser may reasonably request in form and substance reasonably satisfactory to Purchaser and its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with Closing is subject to satisfaction of the fulfillment or written waiver following conditions, any of which may be waived by Purchaser, Purchaser if it executes a writing so stating at or prior to the Closing, of each of the following conditions: (ai) Each of the representations and warranties of Seller contained set forth in this Agreement Section 3 above shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date; (other than such representations ii) the Company shall have performed and warranties as are made as complied with all of another datehis covenants hereunder in all material respects through Closing; (iii) all Consents shall have been obtained; (iv) no action, which suit, or proceeding shall be true and correct as pending or threatened before any court or quasi-judicial or administrative agency of such date)any federal, except where state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the failure transactions contemplated by this Agreement, (B) cause any of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation, (C) affect adversely the right of Purchaser to own the Shares and to control the Company, or performed by Seller on (D) affect adversely the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling or before the Closing charge shall have been complied with or performed be in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.effect); (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (ev) Purchaser shall have received an the resignations, effective as of Closing, of each director and officer of the Company and the Subsidiaries other than those whom Purchaser shall have specified in writing prior to Closing; (vi) WellCare-NY and WellCare-CT shall have executed copy and delivered to CHMI the Management Agreements; (vii) the Fund shall have converted the Note into One Million (1,000,000) shares of Preferred Stock (which shares of Preferred Stock shall be convertible into Ten Million (10,000,000) shares of non-voting common stock of the Company, if and when such additional shares of common stock as are necessary to permit such conversion have been authorized by the shareholders of the Company) and the Company shall have entered into a shareholders' agreement with the Fund pursuant to which the Fund and its Affiliates shall agree not to sell any of such shares of Preferred Stock (or any of the shares of Common Stock into which such Preferred Stock may be converted) for six (6) months after the Closing Date; (viii) the Company shall have entered into settlement agree- ments with each of the documents required twenty largest gross dollar volume hospitals to whom the Company had outstanding claims payable as of April 30, 1999 (the "Settlement Agreements"), which Settlement Agreements shall be delivered to it in substantially the form attached as Exhibit C hereto; (ix) Premier Bank shall have cancelled its mortgage(s) on certain of the real property of the Company and/or its Subsidiaries, taking a deed-in-lieu of foreclosure, and Key Bank shall have terminated or cancelled its mortgage(s) on certain of the real property of, and certain of its personal property leases with, the Company and/or its Subsidiaries; (x) the Company shall have settled the shareholders class action litigation pursuant to Section 2.09(a).a Stipulation of Settlement in substantially the form attached hereto as Exhibit D; (fxi) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning all of the Foreign Investment holders of the Class A Common Stock shall have converted their shares of Class A Common Stock into Common Stock on a 1:1 basis, and no shares of Class A Common Stock shall remain outstanding; (xii) the Company shall have authorized the Series A Preferred Stock, which stock shall provide for the voting and non-dilution rights set forth in Real Property Tax Act of 1980Section 2(a) and 2(b); (xiii) the Company shall have entered into stock restriction agreements, substantially in with the following shareholders, the form of Exhibit F hereto.which shall have been approved in writing by Purchaser and which shall restrict the sale, transfer or assignment of such shareholders' stock of the Company: the Fund (as set forth in Section 6(a)(vii) above), Robert Morey, Ed Ullmann, Marx Xxxx, xxx Chxxxxx Xxxx; (gxiv) WellCare-NY shall have closed, or shall close on the Closing Date, the transaction between WellCare-NY and Group Health Incorporated (Sub) ("GHI") pursuant to which WellCare-NY is selling to GHI certain assets relating to WellCare-NY's commercial health maintenance organization business in the State of New York, as set forth in the Asset Purchase Agreement dated May 18, 1999 by and between WellCare-NY and GHI; (xv) no matter shall have been set forth in the Company's Disclosure Letter that has or will have a Material Adverse Effect and about which Purchaser shall not have had Knowledge as of the date of this Agreement; (xvi) Purchaser shall have received from the Company's legal counsel an opinion in form and substance reasonably acceptable to Purchaser and his counsel; and (xvii) The transactions contemplated Company shall have come to an agreement with Bear, Stearns & Co., Inc. ("Bear Sxxxxxx") with respect to the xxxxxxt or other settlement of the fee owed by the Triage Purchase Agreement shall be simultaneously consummatedCompany to Bear Stearns, which agreement shalx xx xxceptable to Purchaser.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to consummate effect the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, fulfilment at or prior to the Closing, of each Closing of the following conditions, unless Purchaser shall waive such fulfilment: (a1) Each [omitted] (2) There shall not be in effect a preliminary or permanent injunction or other order by any court or other authority which prohibits the consummation of the Transaction. (3) The Seller shall have performed in all material respects each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (4) No material adverse change shall have taken place in the business, condition (financial or otherwise) operations, or prospects of the Acquired Business or the Acquired Assets since the date of the Acquired Business Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement. (5) The representations and warranties of the Seller contained set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of the Purchaser, do not materially and correct adversely affect the business, condition (without regard to any qualification as to materiality financial or Material Adverse Effect (other than with respect to otherwise), operations, or prospects of the representation contained in Section 4.05(b))) Acquired Business or the Acquired Assets, as of the Closing (other than such representations and warranties Time as are if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedtime. (b6) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.[omitted] (c7) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received.[omitted] (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) 8) Purchaser shall have received an executed copy from each lessor or lessee with whom the Seller has a material (as reasonably determined by Purchaser) lease of each real property, which lease or real property comprises part of the documents required Acquired Assets, certificates reasonably satisfactory in form and substance to be delivered the Purchaser and its counsel as to it pursuant to Section 2.09(a)the continuing validity of such leases and the absence of any basis for the termination thereof. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the representations Closing. (b) ZD shall have executed and delivered each of the Ancillary Agreements to be executed and delivered by it, in each case substantially in the form previously delivered and agreed to by the parties thereto. (c) ZD shall have received the Consents set forth on Schedule 7.1, and all such Consents shall be in full force and effect on and as of the Closing Date, provided, however, that the failure to obtain any other Consents would not have a Material Adverse Effect on ZD or Company or adversely and materially affect any party's ability to consummate the transaction contemplated hereby. (d) The representations, warranties and covenants of Seller ZD contained in Sections 3, 4 and 6 of this Agreement shall be true accurate in all material respects as of the date hereof and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date)Date, except where to the failure extent that any of such representations and warranties refers specifically to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before date other than the Closing Date. (e) ZD shall have been complied with or performed in all material respects. respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (f) There shall have been no Material Adverse Effect on Company. (g) Purchaser shall have received an opinion of Xxxxxx Godward LLP, counsel to Company, dated the Closing Date in substantially the form attached hereto as Exhibit E. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by other than the federal laws of the United States of America, the laws of the state of California and Xxxxxx the Delaware Limited Liability Company Act, upon opinions of counsel reasonably satisfactory to Purchaser, copies of which shall be contemporaneously delivered to Purchaser, and as to matters of fact, upon certificates of officers of ZD and Company. (h) Purchaser shall have received an opinion of the General Counsel of ZD, dated the Closing Date in substantially the form attached hereto as Exhibit F. (i) Purchaser shall have received a certificate signed on behalf by the Chief Executive Officer or Chief Financial Officer of Seller by an officer of Seller ZD attesting to the effect that satisfaction of the conditions set forth contained in this Section 8.01(aSections 7.1(c), (d), (e) have been satisfiedand (f). (bj) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing ZD shall have been complied with obtained the resignations of or performed in all material respects. Purchaser and Seller shall have received a certificate signed otherwise removed the individuals listed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.Schedule 3.3 subsection (2)A. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (ek) Purchaser shall have received an executed copy all documents it may reasonably request relating to the authority of each of the ZD to enter into and perform this Agreement, all in form and substance reasonably satisfactory to Purchaser. (l) All actions, proceedings, instruments and documents required to carry out this Agreement shall be delivered reasonably satisfactory in form and substance to it pursuant to Section 2.09(a)counsel for Purchaser. (fm) With respect to each Asset Seller Entity listed on Schedule 8.01(f), ZD shall furnish Purchaser with an affidavit that such Asset Seller Entity is not an “foreign person” within satisfies the meaning requirements of Section 1445(b)(2) of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F heretoCode. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each Purchaser shall have completed its due diligence review of Seller, the Businesses and the Purchased Assets, and the results of such review shall be to Purchaser's reasonable satisfaction. As of the date of this Agreement, Purchaser's due diligence review is substantially complete. Purchaser has had full and free access to inspect and audit Seller's books relating to the Business, to observe and inspect the operation of the Business, and to discuss all phases of the Business with Bennxxx xxx employees of the Business. (b) 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; (c) The Purchased Assets, including but not limited to all servers and databases, shall have been transferred to Purchaser's Seattle offices and otherwise delivered to the satisfaction of Purchaser; (d) The representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true in all material respects at and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations Date, as if made at and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions.time; (e) Purchaser The Noncompetition Agreement shall have received an been duly executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a).by Bennxxx; (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto.The Registration Rights Agreement shall have been duly executed by Seller; (g) The transactions contemplated Software License Agreement shall have been duly executed by Seller; and (h) Purchaser shall have received: (i) a bill xx sale for the Purchased Assets, duly executed by the Triage Purchase Agreement shall be simultaneously consummatedSeller, in form reasonably satisfactory to Purchaser and its legal counsel; and (ii) assignment and assumption agreements for the Merchant Contracts, duly executed by Seller, in form reasonably satisfactory to Purchaser and its legal counsel, and all necessary consents from the other parties to such contracts; (iii) such other approvals or documents as Purchaser may reasonably request.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the all representations and warranties of Seller contained in this Agreement (including the Certificates and Disclosure Schedules hereto) shall have been true and accurate as of the date of this Agreement and shall be true and correct (accurate in all respects on and as of the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing Date without regard giving any effect to any qualification as update to materiality or the Disclosure Schedule and the Seller Disclosure Schedule; (b) Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) there shall have been no Material Adverse Effect Change in the Business or Assets from the date hereof to the Closing Date not consented to by Purchaser in writing; (d) all consents, approvals, orders, or authorizations of, registrations or filings with, declarations of, or exemptions or waivers by, any Governmental Authority or any other Person including, without limitation, approvals or consents under the Consent Required Contracts and those listed in on Disclosure Schedule 3.4 (collectively, "Consents"), reasonably satisfactory in form and substance to Purchaser and its counsel, which are reasonably required for the consummation of the transactions contemplated hereby (including, without limitation, pursuant to the documents to be executed in connection herewith or for preventing the termination of any material right, privilege, License or any material loss or disadvantage to Purchaser or Seller upon the consummation of the transactions contemplated hereby), shall have been obtained, made or filed, as the case may be, and all notices to third parties of such assignments shall have been sent in accordance with the provisions of such Consent Required Contract; (e) no law shall be promulgated or enacted nor any action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated herein, or wherein an unfavorable law, injunction, judgment, order, decree, ruling or charge would (i) prevent or interfere with consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (f) Seller shall have delivered to Purchaser a Certificate to the effect that each of the conditions specified above in Section 7.1(a) through (d) is satisfied in all respects; (g) the Bill of Sale, the Assignment and Assumption Agreement and the Xxxellectual Property Rights Assignment shall have been executed and delivered by Seller; (h) Purchaser shall have received the Phase I (and, if applicable pursuant to the provisions on Article XII, Phase II) ESAs establishing to Purchaser's satisfaction the absence of any evidence of noncompliance with any Environmental Laws that could materially affect the Business or Assets to be acquired; (i) a Transition Services Agreement between the Purchaser and Marsh Supermarkets, LLC ("Marsh") shall have been entered intx xx the form substantiallx xx set out in Schedule 7.1(i) for operation system support, financial and accounting support information systems support and consultation in connection with systems problems related to Seller's information systems. (j) Purchaser and Marsh Supermarket, LLC shall have executed a Distribution Serxxxx Agreement on Marsh's convenience and supermarket retailing businesses contxxxxxx mutually acceptable terms and conditions substantially in the form attached as Schedule 7.1(j) to this Agreement. (k) Purchaser and Village Pantry LLC shall have executed a Distribution Service Agreement on Marsh's convenience and supermarket retailing businesses contxxxxxx mutually acceptable terms and conditions substantially in the form attached as Schedule 7.1(k) to this Agreement. (l) An Assignment to Purchaser of the agreement between CSDC and its customer, United Dairy Farmers, Inc., has been executed by all appropriate parties. (m) Marsh Supermarkets, Inc. shall have executed for the benefit of Xxrchaser a Guaranty Agreement substantially in the form attached hereto as Schedule 7.1(m) for the guarantee of Seller's obligations and liabilities to Purchaser pursuant to this Agreement respecting (i) indemnity regarding Taxes and Environmental Liabilities, (ii) covenant not to compete, (iii) all liabilities (other than with respect to the representation contained in Section 4.05(b))sales taxes) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed arising from any violation by Seller on of any applicable bulk sales or before the Closing shall have been complied with or performed in all material respects. Purchaser similar laws, and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller (iv) purchase price adjustments made subsequent to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedClosing. (bo) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx delivered to the effect that Purchaser a Special Warranty Deed necessary to convey the conditions set forth Real Property to Purchaser substantially in the form attached as Schedule 2.4(d) to this Section 8.01(b) have been satisfied. Agreement (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a"Deed"). (fp) With respect Seller shall have delivered to each Asset Purchaser a title policy acceptable to Purchaser from a title insurance company acceptable to Purchaser covering the Real Property; and (q) Seller Entity listed on Schedule 8.01(f), shall have delivered to Purchaser an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning ALTA survey of the Foreign Investment in Real Property Tax Act of 1980, substantially that is acceptable to Purchaser. Purchaser may waive any condition specified in this Section 7.1 if Purchaser executes a writing so stating at or prior to the form of Exhibit F heretoClosing. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment satisfaction (or written waiver to the extent permitted by Purchaser, at applicable Law) of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto (A) that are qualified by Material Adverse Effect shall be true and correct at and as of the Closing Date as if made at and as of such date and (without regard to any qualification as to materiality or B) that are not qualified by Material Adverse Effect shall be true and correct at and as of the Closing Date as if made at and as of such time (other than except with respect to the representation contained and warranty set forth in the first sentence of Section 4.05(b))) 2.06, which speaks only as of the Closing (other than such representations date of this Agreement and warranties as are made as of another date, which shall must be true and correct only as of such datethe date of this Agreement), except where the failure matters in respect of which such representations and warranties to be so are not true and correct would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect. The covenants , and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.foregoing effect; (b) Each of the representations and warranties of Xxxxxx contained in this Agreement Seller shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be have complied with or performed by Xxxxxx on completed any information right or before the Closing shall have been complied negotiation with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.any German employee representation body as required under applicable Law; (c) Any Consents of Governmental Authorities Seller shall have completed or caused the French Selling Affiliates to complete the consultations with French workers councils (“comité d’entreprise”) or equivalent bodies as required under applicable Competition Laws for Law and the Transactions for the jurisdictions set forth on Schedule 8.01(c) French Selling Affiliates shall have been received.accepted the French Offer Letter; and (d) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoinsdelivered, or makes illegal the consummation caused to be delivered, to Purchaser all of the Transactions. deliveries required by Section 1.05(c)(i) – (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(axxii). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Contemplated Transactions shall be is subject to the fulfillment or written waiver by Purchasersatisfaction, at or prior to as of the ClosingClosing Date, of each of the following conditions:further conditions (any of which may be waiver by Purchaser in whole or in part): (a) (i) Each of the representations and warranties of Seller contained in this Agreement Fundamental Representations, shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all respects on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (other than except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties as are made as of another date, which shall be true and correct in all respects on and as of such datespecified date or dates), and (ii) each of the remaining representations and warranties of Sellers set forth in Article IV and Article V, disregarding all qualifications contained therein regarding materiality or Material Adverse Effect, shall be true and correct, on and as of the Closing Date, with the same force and effect as if they had been made on the Closing Date (except for any such representations or warranties that by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct, on and as of such specified date or dates), except where the failure of such representations and warranties to be so true and correct would notcorrect, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. The ; (b) Sellers shall have performed or complied in all material respects with all covenants and agreements contained in required by this Agreement to be performed or complied with by Sellers at or performed by Seller on or before prior to the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.Date;

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate purchase the Transactions shall be Acquired Assets and assume the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver satisfaction of each of the following conditions, unless explicitly waived by Purchaser, Purchaser in writing: (i) Seller shall have performed and satisfied in all material respects each of its obligations hereunder required to be performed and satisfied at or prior to the Closing, of each of the following conditions:; (aii) Each each of the representations and warranties of Seller contained in this Agreement herein shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all respects as of the Closing Date (other than except that to the extent such representations and warranties as are made expressly speak as of another an earlier date, which such representations and warranties shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would as of the Closing Date has not, individually or in the aggregate, reasonably be expected to result resulted in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. ; and (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an a duly authorized executive officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each of All required Consents from Governmental Authorities for the representations and warranties of Xxxxxx contained in transactions contemplated by this Agreement shall be true have been obtained in form and correct (without regard substance reasonably satisfactory to any qualification as to materiality) Purchaser and its counsel and shall remain in full force and effect as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedDate. (c) Any All Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c6.2(c) shall have been receivedobtained in form and substance reasonably satisfactory to Purchaser and its counsel, which Consents shall remain in full force and effect as of the Closing Date. (d) No Law or Judgment (whether temporarytemporary restraining order, preliminary or permanent) shall have been promulgatedpermanent injunction, entered, enforced, enacted cease and desist order or other order issued by any Governmental Authority that remains in effect and that prohibits, enjoins, of competent jurisdiction or makes illegal any other legal restraint or prohibition preventing any transfer contemplated hereby or the consummation of the TransactionsClosing, or imposing damages in respect thereto, shall be in effect, and there shall be no pending or threatened Proceedings by any Governmental Authority challenging or in any manner seeking to restrict or prohibit the sale of the Acquired Assets or the consummation of any other transactions contemplated hereby. (e) Purchaser Since the date hereof, there shall not have received an executed copy been any event, occurrence, development or state of each circumstances or facts or change (including any damage, destruction or other casualty loss) affecting the Acquired Assets or the Conferencing Business that has had or insofar as can reasonably be foreseen, is likely to result in, either alone or together with all such events, occurrences, developments, states of the documents required to be delivered to it pursuant to Section 2.09(a)circumstances or facts or changes, a Material Adverse Effect. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Purchaser shall have received a certificate from the Secretary or comparable official of Seller, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning dated as of the Foreign Investment in Real Property Tax Act Closing Date, attesting to Seller’s Board of 1980Directors resolutions and authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated to be executed, performed and delivered by Seller hereunder, and to the incumbency of the officer(s) executing this Agreement or any other agreement contemplated hereby on behalf of Seller. (g) Purchaser and Purchaser’s Parent shall have received an opinion dated as of the Closing Date and addressed to Purchaser and Purchaser’s Parent from Finn, Dixon & Xxxxxxx LLP, special counsel for Seller, substantially in the form attached hereto as Exhibit A. (h) Purchaser shall have received a Xxxx of Sale, in form attached hereto as Exhibit F heretoB, duly executed by Seller (the “Xxxx of Sale”), and such other instruments as may be reasonably requested by Purchaser to transfer full legal and beneficial ownership of the Acquired Assets to Purchaser, free and clear of Encumbrances other than Permitted Encumbrances. (gi) The Purchaser shall have received a counterpart of the Assignment and Assumption Agreement, in the form attached hereto as Exhibit C, duly executed by Seller, whereby Seller will assign, and Purchaser will assume, the Assumed Liabilities (the “Assignment and Assumption Agreement”). (j) Purchaser shall have received a counterpart of the Lease Agreement, in the form attached hereto as Exhibit D duly executed by Seller or its Affiliate (or, if the property referenced therein is owned through a land trust, by the trustee) (the “Lease Agreement”). (k) Purchaser shall have received a counterpart of the License Agreement, in the form attached hereto as Exhibit E, duly executed by Seller (the “License Agreement”) providing for the license of the name “Citizens Conferencing” during a transition period as set forth therein. (l) Purchaser shall have received evidence reasonably satisfactory to Purchaser and its counsel that all mortgages, security interests, collateral assignments and other Encumbrances (other than Permitted Encumbrances) on any of the Acquired Assets shall have been released, discharged and terminated in full and the relevant Acquired Assets or other assigned collateral shall have been returned to the relevant party. (m) Seller shall have provided Purchaser with any applicable clearance certificate or similar document(s) that may be required by any Governmental Authority in order to relieve Purchaser of any obligation to withhold any portion of the Purchase Price. (n) Purchaser shall have received all other documents, instruments and certificates in connection with the transactions contemplated by the Triage Purchase this Agreement shall be simultaneously consummatedas Purchaser may reasonably request in form and substance reasonably satisfactory to Purchaser and its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written waiver by Purchaser, at on or prior to the Closing, Closing Date of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by Purchaser (provided that no such waiver shall be deemed to have cured any breach of any representation, warranty or covenant made in this Agreement): (a) Each of the The representations and warranties of Seller the Company and Sellers contained in this Agreement shall be true and correct in all material respects (without regard to any qualification as to other than those representations and warranties that are qualified by materiality or Material Adverse Effect (other than with respect to the representation contained or similar qualification, which shall be true and correct in Section 4.05(b))all respects) both as of the Closing (date of this Agreement and as of the Closing, other than such representations and warranties as that are made as of another a specified date, which representations and warranties shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. . (b) The covenants and agreements contained in this Agreement to be complied with or performed by Seller on the Company and Sellers at or before the Closing shall have been complied with or performed in all material respects. (c) There shall not have occurred a Company Material Adverse Effect. (d) No temporary restraining order, preliminary or permanent injunction, cease and desist Order or other Order issued by any Governmental Body, shall be in effect prohibiting or preventing the transactions contemplated by this Agreement. Purchaser and Any waiting period under the Xxxx-Xxxxx-Xxxxxx Act shall have received expired or been earlier terminated. (e) Purchaser shall have agreed to the Representative’s determination and calculation of the Estimated Net Working Capital pursuant to Section 1.3(a). (f) The Sellers and the Company shall have terminated the Existing Shareholders Agreement. (g) The Company and its Subsidiaries shall have repaid all Indebtedness for Borrowed Money (including prepayment penalties, fees and similar amounts payable in connection with the repayment thereof) and the Representative shall have delivered evidence satisfactory to Purchaser thereof, or the Representative shall have delivered to Purchaser payoff letters (the “Payoff Letters”) in form and substance reasonably satisfactory to Purchaser executed by each Person to which a certificate signed on behalf repayment of Seller Indebtedness for Borrowed Money shall be made at Closing from the Transaction Consideration. (h) The Company shall have entered into a growing and harvesting agreement with the Costas substantially in the form attached hereto as Exhibit C. (i) The Company shall have consummated the JV Buyouts. (j) The Company shall have entered into a binding purchase agreement (in form and substance satisfactory to Purchaser) with the Mechanics Bank, sole successor Trustee of Xxxx Xxxxxxxx Xxxxxx Trust, to acquire the property with APN 000-000-000, located in Gonzales, California (the “Additional Gonzales Property”). (k) The Representative shall have delivered the following to Purchaser: (i) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller the Company to the effect that the conditions set forth in this Section 8.01(a6.1(a), Section 6.1(b), Section 6.1(c) and Section 6.1(d) have been satisfied.; (bii) Each stock certificates representing the Purchased Shares, free and clear of all Liens (other than any restrictions under the Securities Act and Blue Sky Laws), each duly endorsed in blank or with duly executed stock powers attached, with all required stock transfer tax stamps affixed thereto; (iii) a certificate of the representations secretary of the Company and warranties each Seller which is an entity certifying to (A) the Articles of Xxxxxx contained Incorporation, as amended (or similar incorporation or formation documents), of such entity, certified by the Secretary of State of the jurisdiction in this Agreement shall be true which each such entity is incorporated or organized, as of a recent date, and correct stating that no amendments have been made to such certificate of incorporation (without regard to any qualification or similar incorporation or formation documents) since such date, (B) all other Governing Documents of such entity, (C) the adoption of resolutions by such entity approving the transactions contemplated by the Transaction Documents, and (D) the incumbency of the officers signing the Transaction Documents on behalf of such entity (together with their specimen signatures); (iv) a copy of (A) the Articles of Incorporation, as to materiality) amended (or similar incorporation or formation documents), of each of the Company’s Subsidiaries, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a recent date, and accompanied by a certificate of the Secretary of such entity, dated as of the Closing (other than such representations and warranties as are made as of another dateDate, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall stating that no amendments have been complied with made to such certificate of incorporation (or performed in similar incorporation or formation documents) since such date and (B) all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy other Governing Documents of each of the documents required Company’s Subsidiaries, certified by the Secretary of each such entity; (v) a nonforeign affidavit described in Section 1445(b)(2) of the Code from each Seller in form and substance reasonably satisfactory to Purchaser; (vi) a good standing certificate, as of a recent date, for the Company and each of its Subsidiaries certified by the Secretary of State of (A) the state of organization of such entity, and (B) each other jurisdiction in which such entity is qualified to do business as a foreign entity; (vii) all Consents set forth in Schedule 6.1(k)(vii); (viii) evidence satisfactory to Purchaser of the release of all Liens (except for Permitted Liens) on any assets of the Company or any of its Subsidiaries or the Shares; (ix) evidence reasonably satisfactory to Purchaser of satisfaction or cancellation of any Indebtedness, notes or other obligations of the Company or any of its Subsidiaries to any of Sellers or any of their respective Affiliates, and any Indebtedness, notes or other obligations of any of Sellers or any of their respective Affiliates to the Company or any of its Subsidiaries; (x) evidence of the full and final release without obligation to the company, its Subsidiaries or their directors, officers, managers, employees and agents, with respect to the Class Action Lawsuit; (xi) evidence of the full and final release without obligation to the company, its Subsidiaries or their directors, officers, managers, employees and agents, with respect to the Pending Legal Proceeding; (xii) the SPA Escrow Agreement, duly executed and delivered by the Representative and the Escrow Agent; (xiii) the General Release, duly executed and delivered by each Seller; (xiv) the Company shall have consummated the JV Buyouts; (xv) a valid IRS Form 8023 executed by the Company and each Subsidiary eligible to make the Elections providing for an election under Section 338(h)(10) of the Code, which IRS Form 8023 will be delivered filed by Purchaser if, in its sole discretion, it determines that it wishes the parties to it make the Elections; (xvi) resignations of the directors and officers of the Company and its Subsidiaries pursuant to Section 2.09(a).5.11; and (fxvii) With respect to each Asset Seller Entity listed on Schedule 8.01(f)such other documents, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement instruments or certificates as shall be simultaneously consummatedreasonably requested by Purchaser or its counsel.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Purchase and Sale is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following further conditions: (a) (i) Each of Seller and the Company shall have performed in all material respects all of its obligations required to be performed by it under this Agreement on or prior to the Closing Date, (ii) each of the representations and warranties of Seller (including such representations and warranties regarding the Company) contained in this Agreement Agreement, other than the Fundamental Representations of Seller, shall be true and NAI-1502820106v1 correct as of the Closing Date (disregarding any “Material Adverse Effect” or other materiality qualification therein) as if made anew at and as of that time (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct only as of such earlier date), except where the failure of such representations and warranties to be so true and correct would notfor any inaccuracy or omission that, individually or in the aggregate, has not had and would not reasonably be expected to result in have a Material Adverse Effect. The covenants , (iii) each of the Fundamental Representations of Seller shall be true and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed correct in all material respects. respects as of Closing Date, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date), and (iv) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoinsdelivered, or makes illegal the consummation caused to be delivered, to Purchaser all of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents deliveries required to be delivered to it pursuant to Section 2.09(aby ‎Section 1.04(d). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions transactions contemplated hereby shall be subject to the fulfillment or written waiver by Purchaser, at satisfaction on or prior to the Closing, of each Closing of the following conditions:conditions (any of which may be waived in writing by Purchaser): (a) Each Seller shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by each of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 5.2); (b) the representations and warranties of Seller contained in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects as of the Closing Date as if made as of such date (other than such those representations and warranties as are made that address matters only as of another datea particular date or only with respect to a specific period of time, which shall need only be true and correct accurate as of such datedate or with respect to such period); (c) no action, except where the failure of such representations and warranties to be so true and correct would notsuit, individually claim or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed proceeding by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement any Governmental Authority shall be true and correct (without regard pending or threatened which seeks to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another daterestrain, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually prevent or in the aggregate, reasonably be expected to materially delay or prevent restructure the transactions contemplated hereby or which otherwise questions the validity or legality of any such transactions; (d) Seller shall have obtained on terms and conditions reasonably satisfactory to Purchaser all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the Transactions transactions contemplated hereby hereby; (ii) for the release and discharge of each of the Liens described in accordance with Section 3.2; and (iii) in order to prevent a breach of, a default under or a termination, change in the terms hereof. The covenants and agreements contained in this or conditions or modification of, any Material Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received as a certificate signed on behalf result of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions.transactions contemplated hereby; and (e) Purchaser shall have received an executed copy of each the closing of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning acquisition of the Foreign Investment in real property under the Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Estate Purchase Agreement shall be simultaneously consummatedhave been completed concurrently with the Closing hereunder.

Conditions to Obligation of Purchaser. The obligation obligations of Purchaser to consummate purchase the Transactions shall be Acquired Assets and assume the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, satisfaction of each of the following conditions: (a) Each Seller and Seller Owner shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied at or prior to the Closing; (i) Each of the representations and warranties of each Seller and Seller Owner contained herein shall have been true and correct in this Agreement all material respects as of the date hereof and shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects at and as of the Closing Date (disregarding for the purposes of the condition set forth in this Section 7.2(b) any “material adverse effect” or other than “materiality” qualifier contained in any such representations or warranties), except for Fundamental Representations, which shall have been true and warranties as are made correct in all respects as of another date, which the date hereof and shall be true and correct in all respects at and as of such datethe Closing Date; and (ii) there shall not have been any material adverse change in the Acquired Assets, Assumed Liabilities or the business, prospects, condition (financial or otherwise) or results of operations of the Business; (c) Purchaser shall have received from each Seller and Seller Owner a certificate signed by a duly authorized executive officer of each Seller and Seller Owner certifying the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b); (d) All required Consents from Governmental Bodies for the Acquisition, and all Consents set forth or required to be set forth on Schedule 3.3 shall have been obtained in form and substance reasonably satisfactory to Purchaser and its counsel and shall remain in full force and effect as of the Closing Date; (e) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or Governmental Body preventing any transfer contemplated hereby or the consummation of the Closing, or imposing damages in respect thereto, shall be in effect, there shall be no pending or threatened Legal Proceedings by any Governmental Body or by any other Person challenging or in any manner seeking to restrict or prohibit the Acquisition or the consummation of any other transactions contemplated hereby and there shall be no currently effective Law that has the effect of making the transactions contemplated hereby illegal or which has the effect of otherwise preventing or prohibiting the consummation hereof; (f) Purchaser shall have received a certificate from the Secretary, a director or comparable official of each Seller and Seller Owner, dated as of the Closing Date, attesting to the resolutions of the Seller Owner and each Seller’s Board of Directors (or other governing body) authorizing the execution, delivery and performance of the Seller Documents, and to the incumbency of the officer(s) executing any Seller Document; (g) Purchaser shall have received a Bill of Sale, in form and substance satisfactory to Purchaser in its absolute and sole discretion, duly executed by each Seller (the “Bill of Sale”), except where and such other instruments as may be reasonably requested by Purchaser to transfer full legal and beneficial ownership of the failure Acquired Assets to Purchaser, free and clear of Liens; (h) Purchaser shall have received a counterpart to the Assignment and Assumption Agreement, in the form and substance satisfactory to Purchaser in its absolute and sole discretion, duly executed by each Seller (the “Assignment and Assumption Agreement”); (i) Purchaser shall have received an Intellectual Property Assignment, in form and substance satisfactory to Purchaser in its absolute and sole discretion, pursuant to which each Seller shall transfer title to all Intellectual Property to Purchaser, duly executed by each such representations Seller (the “Intellectual Property Assignment”); (j) Purchaser shall have received good standing certificates (including tax good standing) with respect to each Seller and warranties Seller Owner from the applicable authority(ies) in Delaware and any other jurisdiction in which such Seller and Seller Owner is incorporated or qualified to do business, dated within ten (10) days of Closing (and in the case of Cellvera Ltd and BVI Holdco, within 1 day of Closing); (k) Purchaser shall have received executed payoff letters, satisfactory to Purchaser and its counsel, reflecting the amount required to fully pay and satisfy all of each Seller’s and Seller Owner’s Debt to be so true paid at Closing pursuant to Section 2.2 (including the Seller Expenses), which payoff letters shall confirm that all Liens on any of the Acquired Assets shall be released, discharged and correct would notterminated in full upon payment of the amount set forth therein and each Seller and Seller Owner is released from any liability (collectively, the “Payoff Letter and Release Agreements”); (l) Each Seller and Seller Owner shall have delivered possession of the Acquired Assets to Purchaser, free and clear of all Liens; (m) Purchaser shall have received a written acknowledgment, satisfactory to Purchaser and its counsel, in each case executed by each Person to whom any Seller Expenses are owed: (i) of the total amount of fees, costs and expenses of any nature that is owing to such Person; and (ii) that, upon payment of the amounts described in clause “(i)” above, it is not (and will not be) owed any other amount by any Seller, any Seller Owner, Purchaser, or their respective Affiliates; (n) Purchaser shall have completed its due diligence to its full satisfaction; (o) Purchaser shall have obtained immediately available funds in respect of a financing sufficient to consummate the transactions contemplated by this Agreement, on terms acceptable to Purchase in its sole discretion; (p) A release from Agility in form and substance reasonably acceptable by Purchaser; (q) An assignment of membership interest by and between Purchaser and Cellvera Ltd in form and substance acceptable to Purchaser assigning Cellvera Ltd’s membership interest in GRA to Purchaser and Agility’s consent thereto (the “GRA Assignment”); (r) The completion of all requirements under and pursuant to the GRA Term Sheet and any definitive agreements executed in connection therewith; (s) Purchaser shall have been unconditionally released from the Spirit Complaint and received a release from Spirit Global Investments, Inc., a California corporation, in form and substance acceptable to Purchaser, in its sole discretion, releasing Purchaser from any and all Losses related thereto; (t) A release from each Person identified by Purchaser in Purchaser’s sole and absolute discretion, in form and substance reasonably acceptable to Purchaser; (u) An agreement acceptable to Purchaser, in its sole discretion, by and between Purchaser and Feynman Labs in form and substance acceptable to Purchaser with respect to certain intellectual property owned by Xxxxxxx Xxxx; (v) A fourth amendment to the Fuji APA in form and substance acceptable to Purchaser, in its sole discretion, duly executed by Xxxx and Cellvera Ltd; (w) The matters set forth on Schedule 7.2(w) shall have been completed to Purchaser’s satisfaction; (x) Purchaser shall have received all other documents, instruments and certificates in connection with the transactions contemplated by this Agreement as Purchaser may reasonably request in form and substance reasonably satisfactory to Purchaser and its counsel; and (y) Purchaser shall have received a fairness opinion satisfactory to Purchaser in its sole and absolute discretion with respect to the transactions contemplated herein; (z) The Purchaser’s board of directors shall have approved of the transactions contemplated herein; (aa) Between the date hereof and the Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. ; (bb) Purchaser and Xxxxxx shall have received a certificate signed on behalf of the secretary (or equivalent officer) of Seller Owner certifying that attached thereto are true and complete copies of all resolutions adopted by an officer the board of directors (or equivalent governing body) of Seller to Owner authorizing the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each execution, delivery and performance of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true Transaction Documents and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions transactions contemplated hereby and thereby, and that all such resolutions are in accordance full force and effect and are all the resolutions adopted in connection with the terms hereof. The covenants transactions contemplated hereby and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. thereby; (cc) Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer the secretary (or equivalent officer) of Xxxxxx Seller Owner certifying the names and signatures of the officers of Seller Owner authorized to sign this Agreement, the effect that Transaction Documents and the conditions set forth in this Section 8.01(b) have been satisfied.other documents to be delivered hereunder and thereunder; (cdd) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) Each Seller and Seller Owner shall have been received.delivered the disclosures required under Schedule 3.6 and the GRA Latest Balance Sheet to Purchaser; (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (eee) Purchaser shall have received an executed copy form the Seller Owner, whether through its official liquidators (if appointed by the Cayman Islands Grand Court in Proceedings FSD 72 of each 2023 (DDJ)) or the board of directors of the documents required Seller Owner (if the Cayman Islands Grand Court, in those proceedings, declines to be delivered appoint official liquidators to it the Seller Owners), written consent to the sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to Section 2.09(a).this Agreement; and (fff) With respect At any time before Closing, Purchaser may request any additional documentation or agreements in form and substance reasonably acceptable to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment Purchaser in Real Property Tax Act of 1980, substantially in the form of Exhibit F heretoall respects. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to consummate effect the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, fulfilment at or prior to the Closing, of each Completion of the following conditions, unless the Purchaser agrees to waive such fulfilment: (a) Each this Agreement and the Transaction contemplated by it shall have received those approvals, consents, authorisations, and waivers from government and other regulatory agencies and other third parties (including lenders, holders of debt, securities and lessors) as necessary; (b) there shall not be in effect a preliminary or permanent injunction or other order by any federal or state court or other authority which prohibits the completion of the Transaction; (c) the Vendor shall have performed in all material respects each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Completion and shall have complied with all material requirements, rules and regulations of all regulatory authorities having jurisdiction relating to the Transaction; (d) no material adverse change shall have taken place in the business, condition (financial or otherwise) operations, or prospects of the Business or the Assets since the date of the Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement; (e) the representations and warranties of Seller contained for the Vendor set forth in this Agreement shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects as of the Closing date of this Agreement or, except in such respects as, in the reasonable judgment of the Purchaser, do not materially and adversely affect the business condition (other than such representations and warranties financial or otherwise), operations, or prospects of the Business or the Assets, at the Completion Date as are if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.time; (bf) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each from the Vendor documents sufficient to transfer title of the documents required Assets to be delivered the Purchaser and the delivery of all Software Products and Intellectual Property, in each case reasonably satisfactory in form and substance to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto.Purchaser and its counsel; (g) The transactions contemplated all conditions to the completion of the US Transaction, as described in clause 5 above, have been satisfied or waived, it being an express requirement that the US Transaction described in clause 5 above complete on the same day, adjusted for the appropriate time zone for that jurisdiction; (h) the employment agreements between the Purchaser and the persons identified in Schedule D have been executed and delivered by the Triage Purchase Agreement shall be simultaneously consummated.parties; (i) the Vendor will use commercially reasonable efforts to make available to the Purchaser prior to Completion an updated unaudited balance sheet and income statement with related notes and schedules as of the end of the month immediately prior to the Completion Date. If those updated financial statements are produced, they shall, for purposes of the definition of "Unaudited Financial Statements", replace and supersede the balance sheet as at 31 July 2000 and the income statement for the period ended 30 September 2000, in their entirety, for all purposes relevant to this Agreement; and

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment or written waiver by Purchaser, at satisfaction on or prior to the Closing, of each Closing Date of the following conditions: (a) Each of the representations and warranties of Seller contained set forth in this Agreement shall Article 3 will be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all material respects as of the Closing Date (other than such representations and warranties as are except to the extent expressly made as of another an earlier date, in which shall be true and correct case as of such date); (b) there will not be any judgment, except where order, decree, stipulation, injunction or charge in effect preventing consummation of the failure transactions contemplated by this Agreement; (c) Seller will have delivered to Purchaser a certificate executed as of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller Date by an executive officer of Seller to the effect that the conditions set forth specified in this Section 8.01(aclause (a) above have been satisfied.; (bd) Each Seller will have delivered to Purchaser: (i) stock certificates representing all of the representations Shares, endorsed in blank or accompanied by duly executed assignment document documents; (ii) resignations of the directors and warranties officers of Xxxxxx contained in the Company and the Subsidiaries requested by Purchaser; and (iii) a certified copy of the resolutions of the board of directors of Seller authorizing and approving this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in by this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions.Agreement; (e) Purchaser the obligations of the Company with respect to the Intercompany Obligation shall have received an executed copy of each of been fully terminated with no further liability to the documents required to be delivered to it pursuant to Section 2.09(a).Company; (f) With respect Seller and the Escrow Agent will have executed and delivered to each Asset Purchaser the Escrow Agreement, and Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially will have deposited by wire transfer $17,000,000 in the form escrow account established pursuant to the Escrow Agreement subject only to the Closing of Exhibit F hereto.this transaction; and (g) The transactions contemplated by Seller has delivered to Purchaser a full and complete release, in a form acceptable to Purchaser's counsel, reflecting the Triage Purchase Agreement shall be simultaneously consummatedrelease of the pledge, liens and any other encumbrances created or imposed on the shares under the Credit and Pledge Agreement. Purchaser may waive any condition specified in this Section 7.1 if it executes a written waiver to that effect at or prior to the Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions that are to be consummated at the Closing is subject to the fulfillment or written waiver by Purchasersatisfaction, at or prior to as of the ClosingClosing Date, of each of the following conditions:further conditions (any of which may be waived by Purchaser in whole or in part): (a) Each of the (i) representations and warranties of Seller contained set forth in this Agreement Article IV and Article V (other than the Fundamental Representations) shall be true and correct (without regard giving effect to any qualification as to materiality or “material”, “materially”, “materiality”, “Company Material Adverse Effect (Effect”, “material adverse effect”, “material adverse change” or similar qualifiers contained in any of such representations and warranties other than with respect to the representation those contained in Section 4.05(b))5.05 or Section 5.07) in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a Company Material Adverse Effect, in each case, as of the date of this Agreement, the FFL Closing Date (to the extent such date occurs) and as of the Closing Date as though made on and as of the FFL Closing Date and the Closing Date, as applicable (other than except to the extent that any such representations and warranties as are made as of another date, which such representations and warranties shall be true and correct in all respects as of such other date), (ii) representations and warranties of Seller set forth in Sections 4.05 (Judgments), 4.07 (Brokers), 5.02(a) (Capitalization), 5.10(b) (Intellectual Property), 5.14(b) (Proceedings; Judgments), and 5.20 (Brokers) shall be true and correct in all material respects as of the date of this Agreement and as of the FFL Closing Date (to the extent such date occurs) and the Closing Date as though made on and as of the FFL Closing Date and the Closing Date, as applicable (except where to the failure of extent that any such representations and warranties to are made as of another date, which such representations and warranties shall be so true and correct would notin all respects as of such other date) and (iii) representations and warranties of Seller set forth in Sections 4.01 (Organization), individually 4.02(a) (Authority), 4.02(b) (Execution and Delivery), 4.04 (Title to Purchased Interests), 5.02(b) (Capitalization), 5.02(c) (Capitalization), 5.02(d) (Capitalization), and 5.03(a) (Authority) of Seller shall be true and correct in all respects as of the date of this Agreement and as of the FFL Closing Date (to the extent such date occurs) and the Closing Date as though made on and as of the FFL Closing Date and Closing Date, as applicable (except to the extent that any such representations and warranties are made as of another date, which such representations and warranties shall be true and correct in all respects as of such other date). 62 (b) Seller shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date. (c) Since the date of this Agreement, no Company Material Adverse Effect shall have occurred and no other events shall have occurred that would, in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have delivered, or cause to be delivered, to Purchaser the following: (i) membership interest certificates representing the Purchased Interests, duly endorsed in blank or accompanied by duly executed membership interest powers, in each case, with all necessary transfer tax and other revenue stamps (the cost of which shall be allocated as set forth in Section 7.12(b)), affixed and canceled; (ii) a certificate signed by Seller certifying that each of the conditions specified in subsections (a), (b) and (c) of this Section 8.02 have been promulgatedsatisfied; (iii) resignations, enteredeffective as of the Closing Date, enforcedof each manager (if applicable), enacted director (if applicable) and officer of the Brand Companies identified on Schedule 8.02(d)(iii); (iv) the IP License Agreement, executed by Gaiam Americas and Gaia, Inc.; (v) the Transition Services Agreement, executed by Seller; (vi) the SVOD Rights Assignment Agreement, executed by Gaiam Americas and Gaia, Inc.; (vii) the SVOD Sub-License Agreement, executed by Gaiam Americas and Gaia, Inc.; (viii) the Escrow Agreement, executed by Seller and the Escrow Agent; (ix) a certificate of good standing or existence of Seller and each domestic Brand Company issued as of a date not more than 15 days prior to the Closing Date by any the appropriate Governmental Authority that remains Entity (e.g., Secretary of State) of its jurisdiction of formation or incorporation; (x) a certificate of the Secretary of Seller certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of Seller’s and that prohibitseach Brand Company’s Organizational Documents, enjoinsand (2) all requisite resolutions or actions of the Board approving the execution and delivery of this Agreement, or makes illegal the other Collateral Agreements and the consummation of the Contemplated Transactions, and (B) as to the incumbency and signatures of the officers of Seller executing this Agreement and any other Collateral Agreement or other document, certificate or instrument relating to the Contemplated Transactions; (xi) a certificate pursuant to U.S. Treasury Regulations §1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code; (xii) at least two (2) Business Days prior to the Closing, pay-off letters, in form and substance reasonably satisfactory to Purchaser, duly executed by each holder of Funded Indebtedness then outstanding, which include evidence that all Liens arising under such Funded Indebtedness have been or will be released upon payment in full of all outstanding amounts thereunder (the “Pay-Off Letters”); and (xiii) at least two (2) Business Days prior to the Closing, final invoices, in form and substance reasonably satisfactory to Purchaser, duly executed by each payee of Company Transaction Expenses, which invoices include the amount of Company Transaction Expenses incurred and owing to such Person as of the Closing and releasing the Brand Companies and its Affiliates from all obligations and Liabilities in connection with the repayment in full of such Company Transaction Expenses. (e) Purchaser Seller shall have received an executed copy of each of the documents required delivered, or cause to be delivered delivered, to it pursuant the Payroll Provider (i) the Transferred Employee Accrued PTO Amount and (ii) $500,000 in respect of certain severance obligations of Seller and the Brand Companies, in each case, to Section 2.09(a)be paid in accordance with the instructions provided by Seller to the Payroll Provider. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f)Either, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement Gaiam-FFL APA shall be simultaneously have been consummated, or Seller shall have caused the Brand Companies to have transferred and assigned the Acquired Assets, as defined in the Gaiam FFL APA, to Seller in accordance with Section 7.22 hereof.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (b) Company shall have executed and delivered each of the Ancillary Agreements to be executed and delivered by it, in each case substantially in the form previously delivered and agreed to by the parties thereto. (c) Company shall have received any Consents relating to the execution, delivery and performance by such party of this Agreement and the Ancillary Agreements to be executed by them, except any such Consents where the failure to obtain would not have a Material Adverse Effect on Company or adversely and materially affect the ability of Purchaser to consummate the transactions contemplated hereby, and all such Consents shall be in full force and effect on and as of the Closing Date. (d) The representations and warranties of Seller Company contained in this Agreement shall be true in all material respects, in each case as of the date hereof and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the TransactionsDate. (e) Purchaser Company shall have received an executed copy performed in all material respects all of each of the documents its obligations hereunder required to be delivered performed by it at or prior to it pursuant to Section 2.09(a)the Closing Date. (f) With respect Purchaser shall have received all documents it may reasonably request relating to each Asset Seller Entity listed on Schedule 8.01(f)the authority of Company and FCG Holdings to enter into and perform this Agreement and the Ancillary Agreements, an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment all in Real Property Tax Act of 1980, substantially in the form of Exhibit F heretoand substance reasonably satisfactory to Purchaser. (g) The transactions contemplated by All actions, proceedings, instruments and documents required to carry out this Agreement and the Triage Purchase Agreement Ancillary Agreements shall be simultaneously consummatedreasonably satisfactory in form and substance to counsel for Purchaser.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate purchase the Transactions Securities shall be subject to the fulfillment satisfaction or written waiver by Purchaser, at or prior to the Closing, of each it of the following conditionsconditions on or before the Closing Date: (a) Each of the The representations and warranties of Seller the Company contained in this Agreement Section 2.1 hereof that are qualified as to materiality shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained accurate, and those not so qualified shall be true and accurate in Section 4.05(b))) all material respects at and as of the Closing Date as if made on the date hereof. (other than such representations b) The Company shall have performed and warranties as complied in all material respects with all agreements, covenants and conditions contained herein that are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties required to be so true and correct would not, individually performed or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller it on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedDate. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) The Company shall have been received.received all consents, permits, approvals and other authorizations that may be required from, and made all such filings and declarations that may be required with, any person pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any agreement, order or decree by which the Company or any of its assets is bound, in connection with the transactions contemplated by this Agreement, except for (i) notice requirements which may be fulfilled subsequent to the Closing Date and (ii) consents, permits, approvals, authorizations, filings and declarations the failure to obtain or to undertake which will not adversely affect the Company's ability to perform its obligations under this Agreement or any agreement executed in accordance herewith. 15 (d) No Law or Judgment (whether temporary, preliminary or permanent) Purchaser shall have been promulgatedreceived a certificate, entered, enforced, enacted or issued dated the Closing Date and signed by any Governmental Authority that remains in effect the President and that prohibits, enjoins, or makes illegal the consummation Chief Financial Officer of the TransactionsCompany, certifying that the conditions in Sections 3.1(a), (b) and (c) are satisfied on and as of such date. (e) The Company shall have entered into the Other Documents, and Purchaser's designee shall have been appointed to the Board of Directors of the Company pursuant to the Investor's Agreement. (f) Purchaser and its counsel shall have received copies of the following documents: (i) the Certificate of Incorporation, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said authority; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors authorizing the execution, delivery and performance of this Agreement and the Other Documents and the issuance, sale and delivery of the Securities, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) above; (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above; and (E) that each officer of the Company executing this Agreement and the Other Documents, the certificates representing the Securities and any agreement, certificate or instrument furnished pursuant hereto, was, at the respective times of such execution and delivery of such documents, duly elected or appointed, qualified and acting as such officer, and the signatures of such persons appearing on such documents are their genuine signatures or true facsimiles thereof; and 16 (iii) such additional supporting documents as Purchaser may reasonably request. (g) Purchaser shall have received an executed copy of each of the documents required opinion (satisfactory to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(fPurchaser and its counsel), an affidavit that such Asset Seller Entity is not an “foreign person” within dated the meaning of the Foreign Investment Closing Date, from Kutak Rock in Real Property Tax Act of 1980, substantially in the form of txx xxxx xx Exhibit F B hereto. (gh) The Board of Directors of the Company shall have adjusted the ownership limitations contained in the Company's certificate of incorporation to the extent necessary to permit Purchaser's purchase of the Securities (including, without limitation, the exercise from time to time of the Warrants) and the transactions contemplated by hereby and the Triage Purchase Agreement shall be simultaneously consummatedOther Documents.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate purchase the Transactions Securities shall be subject to the fulfillment satisfaction or written waiver by Purchaser, at or prior to the Closing, of each it of the following conditionsconditions on or before the Closing Date: (a) Each of the The representations and warranties of Seller the Company contained in this Agreement Section 2.1 hereof that are qualified as to materiality shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained accurate, and those not so qualified shall be true and accurate in Section 4.05(b))) all material respects at and as of the Closing Date as if made on the date hereof. (other than such representations b) The Company shall have performed and warranties as complied in all material respects with all agreements, covenants and conditions contained herein that are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties required to be so true and correct would not, individually performed or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller it on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedDate. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) The Company shall have been receivedreceived all consents, permits, approvals and other authorizations that may be required from, and made all such filings and declarations that may be required with, any person pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any agreement, order or decree by which the Company or any of its assets is bound, in connection with the transactions contemplated by this Agreement, except for (i) notice requirements which may be fulfilled subsequent to the Closing Date and (ii) consents, permits, approvals, authorizations, filings and declarations the failure to obtain or to undertake which will not adversely affect the Company's ability to perform its obligations under this Agreement or any agreement executed in accordance herewith. (d) No Law or Judgment (whether temporary, preliminary or permanent) Purchaser shall have been promulgatedreceived a certificate, entered, enforced, enacted or issued dated the Closing Date and signed by any Governmental Authority that remains in effect the President and that prohibits, enjoins, or makes illegal the consummation Chief Financial Officer of the TransactionsCompany, certifying that the conditions in Sections 3.1(a), (b) and (c) are satisfied on and as of such date. (e) The Company shall have entered into the Other Documents, and Purchaser's designee shall have been appointed to the Board of Directors of the Company pursuant to the Investor's Agreement. (f) Purchaser and its counsel shall have received copies of the following documents: (i) the Certificate of Incorporation, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said authority; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors authorizing the execution, delivery and performance of this Agreement and the Other Documents and the issuance, sale and delivery of the Securities, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i) above; (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above; and (E) that each officer of the Company executing this Agreement and the Other Documents, the certificates representing the Securities and any agreement, certificate or instrument furnished pursuant hereto, was, at the respective times of such execution and delivery of such documents, duly elected or appointed, qualified and acting as such officer, and the signatures of such persons appearing on such documents are their genuine signatures or true facsimiles thereof; and (iii) such additional supporting documents as Purchaser may reasonably request. (g) Purchaser shall have received an executed copy of each of the documents required opinion (satisfactory to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(fPurchaser and its counsel), an affidavit that such Asset Seller Entity is not an “foreign person” within dated the meaning of the Foreign Investment Closing Date, from Kutak Rock in Real Property Tax Act of 1980, substantially in the form of Exhibit F B hereto. . (gh) The Board of Directors of the Company shall have adjusted the ownership limitations contained in the Company's certificate of incorporation to the extent necessary to permit Purchaser's purchase of the Securities (including, without limitation, the exercise from time to time of the Warrants) and the transactions contemplated by hereby and the Triage Purchase Agreement shall be simultaneously consummatedOther Documents.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate effect the Transactions shall be transactions contemplated hereby is also subject to the fulfillment or written waiver by Purchaser, at or prior to the USVI Closing, of each of the following conditions: (a) Each of the The representations and warranties of Seller contained set forth in this Agreement Section 5.1(a), Section 5.1(b) and Section 5.1(g) shall be true and correct in all respects (without regard to except for any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained de minimis breach), in Section 4.05(b))) each case as of the date of this USVI Purchase Agreement and as of the USVI Closing Date as though made on and as of the USVI Closing Date (other than except to the extent such representations and warranties as are made speak as of another an earlier date, in which case as of such earlier date). The representations and warranties of Seller set forth in Section 5.1(q) shall be true and correct in all material respects as of the date of this USVI Purchase Agreement and as of the USVI Closing Date as though made on and as of the USVI Closing Date. All other representations and warranties of Seller set forth in Section 5.1 shall be true and correct as of the date of this USVI Purchase Agreement and as of the USVI Closing Date as though made on and as of the USVI Closing Date, except (1) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except ; and (2) where the failure failure, individually or in the aggregate, of such representations and warranties to be so true and correct would not(and, if the (x) Closing and (y) PR Closing are to occur substantially contemporaneously with the USVI Closing, when taken together with the failure, individually or in the aggregate, of the representations and warranties referenced in the last sentence of Section 5.03(a) of the SPA and Section 8.3(a) of the PR Purchase Agreement to be so true and correct as of the Closing) has not had, and would not reasonably be expected to result in have, a Material Adverse Effect (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect. The covenants and agreements contained ). (b) Seller shall have complied with or performed in this Agreement all material respects all obligations required to be complied with or performed by Seller on it under this USVI Purchase Agreement at or before prior to the Closing shall have been complied with or performed in all material respects. USVI Closing. (c) Purchaser and Xxxxxx shall have received a certificate signed dated as of the USVI Closing Date and validly executed on behalf of Seller by an appropriate senior officer of Seller to the effect certifying that the conditions set forth specified in this Section 8.01(a9.3(a) and Section 9.3(b) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) Governmental Authority shall have been promulgated, entered, enforced, enacted imposed or issued by conditioned any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the TransactionsRequisite USVI Regulatory Approval upon any Burdensome Condition. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be Closing is subject to satisfaction of the fulfillment or written waiver following further conditions: (i) Sellers shall have performed in all material respects all of their respective obligations hereunder required to be performed by Purchaser, at them on or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Seller Sellers contained in this Agreement shall be true Agreement, in any Annex and correct (without regard to in any qualification as certificate or other writing delivered by Sellers pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) Effect, shall be true at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties as are made as of another a specific date, which shall continue to be true and correct as of such date), except where the failure of ) with only such representations and warranties to be so true and correct exceptions as would not, individually or not in the aggregate, aggregate reasonably be expected to result in have a Material Adverse Effect. The covenants Effect and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. (iii) Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an the chief executive officer and the chief financial officer of applicable Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedforegoing effect. (b) Each of Purchaser shall have obtained the representations and warranties of Xxxxxx contained in financing necessary to consummate the transactions contemplated by this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with on substantially the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedthe commitment letter provided to Sellers. (c) Any Consents There shall not be threatened, instituted or pending any action or proceeding by any court, government or governmental authority or agency, domestic or foreign, (i) seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Purchaser or any of Governmental Authorities under applicable Competition Laws for its Affiliates of all or any material portion of the Transactions for US Business, the jurisdictions set forth US Assets or the UK Business or the UK Assets or to compel Purchaser or any of its Affiliates to dispose of all or any material portion of the US Business or the US Assets or the UK Business or the UK Assets, (ii) seeking to impose or confirm limitations on Schedule 8.01(cthe ability of Purchaser or any of its Affiliates or the UK Business effectively to exercise full rights of ownership of the Assets, including without limitation, the right to vote any of the US Shares or the ADI Shares or (iii) shall have been receivedseeking to require divestiture by Purchaser or any of its Affiliates of the any of the Assets. (d) No Law or Judgment (whether temporary, preliminary or permanent) Purchaser's obligation to purchase the US Shares shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal be contingent upon the consummation purchase of the Transactions.ADI Shares, and Purchaser's obligation to purchase the ADI Shares shall be contingent upon the purchase of the US Shares; (e) Purchaser shall have received an executed copy opinion of each King & Spalding, counsel to Sellers, dated the Closing Date in form and substance reasonably acceptable to Purchaser as to the transactions contemplated hereby with respect to matters of Georgia and United States law. In rendering such opinion, such counsel may rely upon certificates of public officers, and, as to matters of fact, upon the documents required to representations and warranties contained herein and upon certificates of officers of applicable Sellers, copies of which certificates shall be contemporaneously delivered to it pursuant to Section 2.09(a)Purchaser. (f) With respect Purchaser shall have received all consents, authorizations or approvals from the governmental agencies, referred to in Section 7.03, in each Asset Seller Entity listed on Schedule 8.01(f)case in form and substance reasonably satisfactory to Purchaser, an affidavit that and no such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980consent, substantially in the form of Exhibit F heretoauthorization or approval shall have been revoked. (g) The transactions contemplated Purchaser shall have received all such documents as it may reasonably request relating to the existence of Argexxxxxxx Xxxurity and ADI and the authority of the Argexxxxxxx Xxxities and AHL Europe to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser. (h) There shall not have occurred a Material Adverse Effect. (i) Purchaser shall have received a certificate issued by the Triage Purchase Secretary of State of Georgia for Argexxxxxxx Xxxurity, and a certificate from each state in which Argexxxxxxx Xxxurity and/or its Subsidiaries are qualified as a foreign corporation, as of a recent date, as to the good standing, non-dissolution or foreign qualification, as applicable, of Argexxxxxxx Xxxurity and its Subsidiaries in such state(s). 62 68 (j) Argexxxxxxx Xxxurity shall have entered into the Employment Agreements with the following individuals: Bill Xxxxxxx, Xxn Xx Xxxxxx, Xxmexxx Xxxxxxxxxxx, Xxrk Xxxxxx xxx Don Xxxxxxx. (k) Holdings, AHL Europe, Securicor Georgia and Purchaser shall have entered into the Transition Services Agreements substantially in the forms of Exhibits B and C attached hereto. (l) Holdings shall have obtained all consents required under the Credit Facility, the Security Agreement, the Pledge Agreement and the Intercompany Subordination Agreement required to consummate this Agreement and shall have no further obligations under any such documents. (m) Argexxxxxxx Xxxurity shall have received a release from all Intercompany Debt Documents, and ADI shall not be simultaneously consummatedsubject to any debt obligation with respect to any Affiliate of AHL following the Closing Date. (n) The Service Contract of the managing director of Rights Associates shall have been novated to a company other than any member of the European Group at least two (2) days prior to Closing. (o) Purchaser shall have received confirmation reasonably satisfactory to it that Franx X. Xxxxxxxxxxx, Xx. xxxll continue to constitute a qualifying person for Argexxxxxxx Xxxurity in respect to the US Business such that the security licenses of Argexxxxxxx Xxxurity shall continue in effect after Closing.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall be transactions contemplated hereby are subject to the fulfillment satisfaction or written waiver by Purchaserin writing, at or prior to the Closing, of each of the following further conditions: (a) Each Seller shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it on or prior to the Closing Date (other than the covenants and obligations contained in Section 2.03(c) which shall have been performed in all respects). (b) The representations and warranties of Seller contained set forth in this Agreement Sections 3.01, 3.02, 3.03, 3.04(b), 3.05, 3.06(a) and 3.08(a) shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) all but de minimis respects as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties as are except to the extent that any representation or warranty is made as of another a specific date, in which case such representation or warranty shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the other representations and warranties of Xxxxxx Seller contained in this Agreement Article III shall be true and correct (without regard to any qualification as to materiality) as of the Closing Date as if made on and as of the Closing Date (other than such representations and warranties as are except to the extent that any representation or warranty is made as of another a specific date, in which case such representation or warranty shall be true and correct as of such specified date), except where disregarding the failure phrases “materially,” “in all material respects” or similar phrases and any qualifications as to a Material Adverse Effect, with only such exceptions as would not in the aggregate be reasonably expected to have a Material Adverse Effect. (c) Purchaser shall have received a certificate signed by an officer of Seller or any of its Subsidiaries certifying that the conditions set forth in Sections 10.02(a) and 10.02(b) shall have been satisfied. (d) All Seller Required Regulatory Approvals specified in Section 10.02(d) of the Seller Disclosure Schedule shall have been received and not withdrawn. (e) Seller shall have delivered to Purchaser executed counterpart signature pages from Seller and each of its Affiliates, as applicable, that are parties to the Ancillary Agreements and all such representations Ancillary Agreements shall be in effect as of the Closing (upon delivery of any such applicable signature pages by Purchaser and warranties its Affiliates, as applicable). (f) Since the date of this Agreement, other than any matter or condition expressly described in the Seller Disclosure Schedule, there shall have not occurred any event, occurrence or development which has had, or would be reasonably expected to be so true and correct would nothave, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedMaterial Adverse Effect. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of the Purchaser to consummate effect the Transactions Transaction shall be subject to the fulfillment or written waiver by Purchaser, at or prior to the Closing, of each Closing of the following conditions, unless Purchaser shall waive such fulfillment: (a1) Each This Agreement and the Transaction contemplated hereby shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the Transaction (including the expiration of any applicable waiting period under any regulation or statute). (2) There shall not be in effect a preliminary or permanent injunction or other order by any court or other authority which prohibits the consummation of the Transaction. (3) Sellers shall have performed in all material respects each of its agreements and obligations contained in this Agreement and required to be performed on or prior to the Closing and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (4) No material adverse change shall have taken place in the business, condition (financial or otherwise) operations, or prospects of the Acquired Business or the Acquired Assets since the date of the Acquired Business Balance Sheet other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement. (5) The representations and warranties of Seller contained Sellers set forth in this Agreement shall be true in all material respects as of the date of this Agreement or, except in such respects as, in the reasonable judgment of the Purchaser, do not materially and correct adversely affect the business, condition (without regard to any qualification as to materiality financial or Material Adverse Effect (other than with respect to otherwise), operations, or prospects of the representation contained in Section 4.05(b))) Acquired Business or the Acquired Assets, as of the Closing (other than such representations and warranties Time as are if made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfiedtime. (b6) Each All other conditions to the closing of all other agreements for the representations purchase and warranties sale of Xxxxxx contained in this Agreement shall be true assets between the Purchaser or an Affiliate of Purchaser and correct (without regard to any qualification as to materiality) as EHAG, EAG or an Affiliate of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually EHAG or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall EAG have been complied with satisfied or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfiedwaived. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (e) Purchaser shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions Closing shall be subject to the fulfillment satisfaction (or written waiver by Purchaser), at or prior to the Closing, of each of the following conditions: (a) Each each of the representations and warranties of Seller Sellers contained in this Agreement shall be true and correct in all material respects (without regard to any qualification as to materiality or Material Adverse Effect (other than with respect to the representation contained in Section 4.05(b))) as of the Closing (other than except for such representations and warranties that are qualified by their terms as are made as of another dateto materiality, which representations and warranties as so qualified shall be true and correct in all respects) as of such the date of this Agreement and as of the Closing Date as though made on the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), except where (x) to the failure of extent that any such representations and warranties to be so true and correct untruth or incorrectness would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Effect and (y) that the representations and warranties set forth in Sections 3.5, 3.6, 4.1, 6.5, 7.1(a) and 7.1(c) shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on the Closing Date, subject to immaterial exceptions in the case of clause (y) of this Section 11.2(a), which immaterial exceptions shall be defined as not more than 0.5% of the outstanding equity interests of the applicable Person as of any measurement date solely for purposes of Sections 4.1, 6.5 and 7.1(a); (b) each of the covenants and agreements contained in this Agreement to be complied with or performed by Seller on Sellers at or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx respects by Sellers at or before the Closing; (c) no Law shall have received a certificate signed on behalf of Seller been enacted, issued, promulgated, enforced or entered by an officer of Seller to the effect any Governmental Authority or Judicial Authority that the conditions set forth in this Section 8.01(a) have been satisfied. (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another dateprohibits, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually makes illegal or in the aggregate, reasonably be expected to materially delay or prevent enjoins the consummation of the Transactions transactions contemplated hereby by this Agreement; (d) no Material Adverse Effect shall have occurred and be continuing; (e) the Required Consents (other than those required under Contracts to which Purchaser is a party) shall have been obtained; (f) Purchaser shall have received each of the items set forth in Section 2.3(a); (g) the US$60 million investment in a new class of shares of ACDL, as described in the term sheet dated July 2, 2012 by and among AXXX, XXX Xxxxxxxxxxx 00, LLC., Harbinger ACDL Blocker, Blue Line, Global Opportunities and Harbinger China Dragon Fund L.P., by its general partner, Global Opportunities Breakaway GP, L.L.C., and as contemplated in item 5 of Section 6.5(a) of the Sellers' Disclosure Letter, shall have been consummated in all material respects in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied.prescribed for such investment; and (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (eh) Purchaser shall have received an executed copy of each of consummated the documents required to be delivered to it pursuant to Section 2.09(a)Tender Offer and all conditions thereto shall have been satisfied, including the Maximum Tender Condition. (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate the Transactions shall transactions to be performed by Purchaser in connection with the Closing are subject to satisfaction of the fulfillment or written waiver following conditions (any of which may be waived in writing by Purchaser, Purchaser at or prior to the Closing, of each of the following conditions:): (ai) Each of the representations and warranties of Seller contained set forth in this Agreement Sections 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date; (without regard ii) Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied by the results thereof, such due diligence to have been completed within ten (10) days following the delivery by the Company and Principal of all requested due diligence materials to Purchaser; (iii) the Company and Principal shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iv) the Company shall have procured all of the third-party consents required in order to effect the Closing; (v) no action, suit, or proceeding shall be pending or threatened before any qualification as court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would: (A) prevent consummation of any of the transactions contemplated by this Agreement; (B) cause any of the transactions contemplated by this Agreement to materiality be rescinded following consummation; (C) affect adversely the right of Purchaser to own the Principal Shares and to control the Company; or Material Adverse Effect (other than D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) each of the Company and Principal shall have delivered to Purchaser a certificate to the effect that: (A) each of the conditions specified above in Section 10(a)(i)-(iv) is satisfied in all respects with respect to the representation contained in Section 4.05(b))each of them; and (B) as of the Closing (other than such representations and warranties as are made as of another dateClosing, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The covenants and agreements contained in this Agreement to be complied with or performed by Seller on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Xxxxxx shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in this Section 8.01(a) have been satisfied.Company has no Liabilities; (b) Each of the representations and warranties of Xxxxxx contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Xxxxxx on or before the Closing shall have been complied with or performed in all material respects. Purchaser and Seller shall have received a certificate signed on behalf of Xxxxxx by an officer of Xxxxxx to the effect that the conditions set forth in this Section 8.01(b) have been satisfied. (c) Any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.01(c) shall have been received. (d) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (evii) Purchaser shall have received an executed copy of each the resignation, effective as of the Closing, of the sole director and officer of the Company. The designee(s) specified by Purchaser shall have been appointed as officer(s) of the Company and any designees of Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed; (viii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since June 30, 2018 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (ix) Purchaser shall have received such pay-off letters and releases relating to Liabilities as they shall have requested and such pay-off letters shall be in form and substance satisfactory to Purchaser; (x) Purchaser shall have conducted UCC, judgment lien and tax lien searches with respect to the Company and the Principal, the results of which indicate no liens on the assets of the Company; (xi) the Company shall have delivered its Certificate of Incorporation and Bylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to Purchaser the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xii) the Company shall deliver to Purchaser confirmation that the Company is in Good Standing in Nevada; (xiii) the Company shall have maintained at the Closing, its status as a company whose Common Stock is quoted on the OTCQB; (xiv) at the Closing, there shall be no more than 2,505,000 shares of the Common Stock and no shares of any other equity security of the Company issued and outstanding; and (xv) all actions to be taken by Principal and/or the Company in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to be delivered to it pursuant to Section 2.09(a). (f) With respect to each Asset Seller Entity listed on Schedule 8.01(f), an affidavit that such Asset Seller Entity is not an “foreign person” within effect the meaning of the Foreign Investment in Real Property Tax Act of 1980, substantially in the form of Exhibit F hereto. (g) The transactions contemplated by the Triage Purchase Agreement shall hereby will be simultaneously consummatedsatisfactory in form and substance to Purchaser.