Common use of Conditions to Obligation of Seller Clause in Contracts

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a8.02(a) have been satisfied. (b) To the extent required by the applicable Governmental Authority, (i) The the FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b8.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXVIII. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b2.10(a). (f) The transactions contemplated by the BNP Triage Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall transactions to be performed by it at and in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Purchaser contained set forth in this Agreement Article 4 shall be true and correct in all material respects (without regard to any qualification as to materiality) as of the Closing (other than such except for representations and warranties as are made as of another datelimited by material adverse effect or material adverse change, which shall be true and correct in all respects) at and as of such datethe Closing Date (as though then made); (b) Buyer shall have performed and complied with all of its covenants under this Agreement in all material respects through the Closing; (c) no action, except where suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Buyer is pending or, to the failure actual Knowledge of such representations and warranties to be so true and correct Buyer’s ,71 threatened before any court or quasi-judicial or administrative Governmental Agency or before any arbitrator as a result of which an unfavorable injunction, judgment, order, decree, ruling, or charge would not, individually or in the aggregate, reasonably be expected to materially delay or (i) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement or (ii) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation (and no unfavorable injunction, judgment, order, decree, ruling, or performed by Purchaser on or before the Closing charge shall be in effect); (d) Buyer shall have been complied with or performed in all material respects. delivered to Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in this Section 9.02(a6.2(a)-(c) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order is satisfied in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.respects; (e) all applicable waiting periods (and any waiting period territory and time restrictions. See TENN. JUR. Employer and Employee § 5 (2002); see also XXXXX, supra note 10, at 123. 71 Note that Xxxxx’s listed officers (e.g., its President or Chief Executive Officer, Chief Financial Officer, etc.) are not contractually required to perform a reasonable investigation. See supra note 23. extensions) under the Xxxx-Xxxxx-Xxxxxx Act have expired or otherwise been terminated, and Seller and Buyer have received all other authorizations, consents, and approvals of Governmental Agencies referenced in Section 3.3 and Section 4.3; (f) Seller shall have received from Xxxxx’s counsel an executed copy of each opinion in form and substance as set forth in Exhibit F attached to this Agreement, addressed to Seller and dated as of the Closing Date; (g) Buyer, Seller, and the Escrow Agent shall have entered into the Escrow Agreement; (h) Buyer shall have delivered to Seller and the Escrow Agent the consideration specified in Section 2.3(b); and (i) all actions to be taken by Xxxxx in connection with consummation of the transactions contemplated by this Agreement, and all certificates, opinions, instruments, and other documents required to be delivered to it pursuant to Section 2.10(b). (f) The effect the transactions contemplated by this Agreement will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the BNP Purchase Agreement shall be simultaneously consummatedClosing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall transactions that are to be consummated at the Closing is subject to the fulfillment or written waiver by both satisfaction, as of Seller and Xxxxxxthe Closing Date, at or prior to the Closing, of each of the following conditions:further conditions (any of which may be waived in writing by Seller in whole or in part): (a) Each of the (i) representations and warranties of Purchaser contained set forth in this Agreement Article VI shall be true and correct (without regard giving effect to any qualification “material”, “materially”, “materiality”, “material adverse effect”, “material adverse change” or similar qualifiers contained in any of such representations and warranties) 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 material adverse effect on Purchaser’s ability to perform its obligations under this Agreement and to consummate the Contemplated Transactions, in each case as to materiality) of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than except to the extent that any such representations and warranties speak as of another date, which such representations and warranties shall be true and correct in all respects as of such other date), and (ii) Fundamental Representations of Purchaser shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such Fundamental Representations are made as of another date, which such Fundamental Representations shall be true and correct in all respects as of such other date), except where the failure of such representations and warranties to be so true and correct would not, individually . (b) Purchaser shall have performed or complied in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance all material respects with the terms hereof. The all covenants and agreements contained in required by this Agreement to be performed or complied with or performed by Purchaser on at or before prior to the Closing Date. (c) Purchaser shall have been complied with delivered, or performed in all material respects. cause to be delivered, to Seller and Xxxxxx shall have received the following: (i) a certificate signed on behalf of Purchaser by an officer of Purchaser certifying that each of the conditions specified in subsections (a) and (b) of this Section 8.03 have been satisfied; (ii) evidence reasonably satisfactory to the effect Seller that the conditions requirements of Purchaser to be completed on the Closing Date set forth in this Section 9.02(a) have been satisfied.7.08 will be satisfied immediately following the Closing; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; the Third Amendment and Assignment of Lease, executed by FFL; (iv) approval the Transition Services Agreement, executed by FFL; (v) the Reception Services Agreement, executed by FFL; (vi) the Escrow Agreement, executed by Purchaser and the Escrow Agent; (vii) a certificate of good standing for Purchaser issued as of a date not more than 15 days prior to the Closing Date by the appropriate Governmental Entity (e.g., Secretary of State) of its jurisdiction of formation; and (viii) a certificate of the Secretary of Purchaser certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of Purchaser’s Organizational Documents, and (2) all requisite resolutions or actions of Purchaser’s board of managers approving the execution and delivery of this Agreement, the Transactions other Collateral Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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 Contemplated Transactions, and (B) as to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other Collateral Agreement or other document, certificate or instrument relating to the Contemplated Transactions. (d) The Merger Transaction In addition to the Purchase Price paid in accordance with Section 3.02(a), Purchaser shall have been consummated delivered, or cause to be delivered, to the Payroll Provider the following amounts: (i) the Designated Employee Accrued PTO Amount, to be paid in accordance with the Merger Agreement or shall instructions provided by Seller to the Payroll Provider; (ii) the Severance Amount, to be consummated simultaneously paid in accordance with the satisfaction instructions provided by Seller to the Payroll Provider; and (other than those conditions thatiii) the WARN Amount, if any, to be paid in accordance with the instructions provided by their nature, cannot be satisfied until Seller to the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXPayroll Provider. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement Gaiam-FFL APA shall be simultaneously have been consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written waiver the waiver, to the extent permitted by both of Seller and Xxxxxxapplicable Law, by Seller) at or prior to the Closing, of each Closing of the following conditions: (a) Each The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated; (b) No Order (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction prohibiting, restraining, enjoining or rendering illegal the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no applicable Law shall be in effect which prohibits the consummation of the transactions contemplated hereby; (c) The Consents set forth (i) in the case of the Buyer’s Required Regulatory Approvals on Schedule 5.3(b) and (ii) in the case of Seller’s Required Regulatory Approvals on Schedule 4.3(b), shall have been duly obtained by Final Order, and all terminations or expirations of applicable waiting periods (if any) imposed by any Governmental Authority with respect to the transactions contemplated hereby (including under the HSR Act) shall have occurred; (d) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer at or prior to the Closing; (i) The representations and warranties of Purchaser contained the Buyer set forth in this Agreement other than those referenced in clause (ii) below shall be true and correct in all respects (without regard except with respect to any qualification representations and warranties in Section 5.1, for such inaccuracies as are de minimis relative to materialitySection 5.1 as a whole) as of the Closing (other than such representations date of this Agreement and warranties as are made as of another the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which shall case such representation and warranty shall, subject to the qualifications below, be true and correct as of such earlier date), except where ; and (ii) the failure of such representations and warranties to set forth in Sections 4.4 and 4.6 shall 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. ; (f) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by from an authorized officer of Purchaser Buyer, dated the Closing Date, to the effect that the conditions set forth in this Section 9.02(aSections 7.2(d) and (e) have been satisfied.; (bg) (i) The FTC Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement delivered or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were stand ready to occur) or waiver deliver all of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents items required to be delivered to it by Buyer hereunder, including pursuant to Section 2.10(b).2.5; and (fh) The transactions contemplated by Merger Closing shall occur simultaneously with the BNP Purchase Agreement shall be simultaneously consummatedClosing on the Closing Date.

Conditions to Obligation of Seller. The obligation of Seller to consummate complete the Transactions shall be Acquisition and Purchaser Share Issuance is also subject to the fulfillment or satisfaction (or, if permitted by applicable Law, written waiver by both Seller) as of Seller and Xxxxxx, at or prior to the Closing, of each Closing of the following conditions: (a) Each representation and warranty of the Purchaser set forth in Article IV hereof (except those representations and warranties of Purchaser contained set forth in this Agreement the proviso below) shall be true and correct (without regard to any qualification “materiality” or “Purchaser 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 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 materially delay or prevent have a Purchaser Material Adverse Effect; provided that the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants Purchaser Fundamental Representations shall be true and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed correct in all material respects. Seller 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 Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedsuch date). (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved performed or complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by Purchaser at or prior to the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing. (c) No Law or Judgment (whether temporary, preliminary or permanent) Purchaser shall have delivered to Seller (i) a certificate, dated as of the Closing Date, stating that the conditions specified in Sections 6.03(a) and 6.03(b) have been promulgatedsatisfied and (ii) a copy of the resolutions or written decisions from the Purchaser’s board of directors approving the Purchaser’s (A) execution, entereddelivery and performance of the Transaction Agreements, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the (B) consummation of the Transactionstransactions contemplated thereby, and (C) compliance with the terms and conditions hereof and thereof. (d) The Merger Transaction Purchaser shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were delivered to occur) or waiver Seller a duly executed copy of the other conditions set forth in this Article IXAmendment to the Rights Agreement. (e) Seller Purchaser shall not have received an executed copy of each of the documents required provided a Company Event Notice (as defined in Section 6.04) to be delivered to it pursuant to Section 2.10(b)Seller. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written the waiver in writing, to the extent permitted by both of Seller and Xxxxxxapplicable Law, by Seller) at or prior to the Closing, of each Closing of the following conditions: (ai) Each Seller shall have received all of the Seller's Required Regulatory Approvals, in form and substance reasonably satisfactory to Seller (including adverse conditions relating to Seller's or the Purchased Assets), and all conditions to effectiveness prescribed therein or otherwise by Law shall have been satisfied; provided, however, that if at the time any Seller's Required Regulatory Approval is obtained, Seller reasonably expects a request for rehearing or a challenge thereto to be filed or if a request for rehearing or a challenge thereto has been filed, in each case, which, if successful, would cause such Seller's Required Regulatory Approval to be reversed, stayed, enjoined, set aside, annulled, suspended or modified in such manner as to result in such Seller's Required Regulatory Approval not being reasonably satisfactory as set forth above, then Seller may by notice to Buyers within five (5) Business Days after receipt of such Seller's Required Regulatory Approval, delay the Closing Date until the time for requesting rehearing has expired or until such challenge is decided, in each case, whether or not any appeal thereof is pending; and (ii) PECO shall have received all of the PECO Required Regulatory Approvals and Seller shall have received evidence thereof, in form and substance reasonably satisfactory to Seller; and (iii) PSEG shall have received all of the PSEG Required Regulatory Approvals and Seller shall have received evidence thereof, in form and substance reasonably satisfactory to Seller; (b) PECO shall have in all material respects performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by PECO on or prior to the Closing Date; (c) The representations and warranties of Purchaser contained PECO set forth in this Agreement shall be true and correct (without regard to any qualification as to materiality) of the date of this Agreement and as of the Closing Date as though made at and as of such time (other than such representations and warranties as that are made as of another date, a specific date which shall be have been true and correct as of such date), ) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) would not, individually or in the aggregate, reasonably have a Material Adverse Effect; (d) Seller shall have received a certificate from an authorized officer of PECO, dated the Closing Date, to the effect that, to each such officer's Knowledge, the conditions set forth in Sections 8.4(b) and (c) have been satisfied by PECO; (e) PECO shall have delivered, or caused to be expected delivered, to materially delay or prevent Seller at the consummation of the Transactions contemplated hereby Closing, PECO's closing deliveries set forth in accordance Section 3.9; (f) PSEG shall have in all material respects performed and complied with the terms hereof. The covenants and agreements contained in this Agreement which are required to be performed and complied with or performed by Purchaser PSEG on or before prior to the Closing Date; (g) The representations and warranties of PSEG set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of such time (other than representations and warranties that are made as of a specific date which shall have been complied with true and correct as of such date) except where the failure to be so true and correct (without giving effect to any limitation as to "materiality" or performed "Material Adverse Effect" set forth therein) would not, individually or in all material respects. the aggregate, have a Material Adverse Effect; (h) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by from an authorized officer of Purchaser PSEG, dated the Closing Date, to the effect that that, to each such officer's Knowledge, the conditions set forth in this Section 9.02(aSections 8.4(f) and (g) have been satisfied.satisfied by PSEG; (b) (i) The FTC PSEG shall have accepted for public comment an delivered, or caused to be delivered, to Seller at the Closing, PSEG's closing deliveries set forth in Section 3.10; (j) The Collateral Agreement Containing Consent Order that includes a proposed Decision shall be in full force and Order in connection with effect and the Merger Transaction that, if issued as a final order, would require Seller valid and Xxxxxx binding obligation of each party thereto (other than Seller); and all conditions to divest the Triage Business obligations of all parties to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving Collateral Agreement to consummate the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser transactions contemplated thereby shall have been approved satisfied or, to the extent permitted by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewithapplicable Law, waived; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.and (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (ek) Seller shall have received an executed copy a private letter ruling issued by the Internal Revenue Service to the effect that Seller will be allowed current ordinary deductions for federal income tax purposes for any amounts treated as realized by Seller, or otherwise recognized as income to Seller, as a result of each Buyers' assumption of the documents required to be delivered to it pursuant to Section 2.10(b)Assumed Decommissioning Liabilities. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each all Representations and Warranties of the representations and warranties of Purchaser LifeQuest contained in this Agreement Agreement, and all written information delivered to Seller by LifeQuest 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) 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) LifeQuest shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) 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 the failure of such representations and warranties to be so true and correct state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would not, individually or in the aggregate, reasonably be expected to materially delay or (A) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement or (B) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation (and no such injunction, judgment, order, decree, ruling or performed by Purchaser on or before the Closing charge shall be in effect); (d) LifeQuest shall have been complied with or performed in all material respects. delivered to Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in this Section 9.02(a) have been satisfied. 9.2(a), (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains is satisfied in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.all respects; (e) Seller LifeQuest shall have received an executed copy and delivered a Consulting Agreement between LifeQuest and Chrixxxxxxx X. Black in the form of each of the documents required to be delivered to it pursuant to Section 2.10(b).Exhibit 9.2(e) hereto; and (f) The LifeQuest shall have executed and delivered the Indemnity Agreement in the form of Exhibit 9.1(g) attached hereto; (g) LifeQuest shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit 9.2(g); (h) LifeQuest shall have executed and delivered the Royalty Agreement with TFX Equities Incorporated as agent for the Shareholders in the form attached hereto as Exhibit 2.6(c); (i) Seller and the Shareholders shall have received from counsel to LifeQuest an opinion substantially in the form attached hereto as Exhibit 9.2 (i) addressed to Seller, and dated as of the Closing Date; and (j) all actions to be taken by LifeQuest in connection with consummation of the transactions contemplated by hereby and all certificates, opinions, instruments and other documents required to effect the BNP Purchase Agreement shall transactions contemplated hereby will be simultaneously consummatedreasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 9.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Asset Purchase Agreement is subject to the fulfillment satisfaction (or written waiver by both Seller in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in Article V (i) that are not qualified by “material adverse effect” or other materiality qualifications shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and (ii) that are qualified by “material adverse effect” or other materiality qualifications shall have been true and correct in all respects at and as of the date hereof and shall be true and correct in all respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Asset Purchase Agreement to be performed or complied with by Buyer at or prior to the Closing, of each of the following conditions:. (ac) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate dated the Closing Date signed on behalf of Purchaser Buyer by an officer the President of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a8.3(a) and 8.3(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or No Action shall be consummated simultaneously with the satisfaction pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occuri) or waiver prevent consummation of any of the other conditions set forth transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements or (ii) cause any of the transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements to be rescinded following consummation. No such Order shall be in this Article IXeffect. (e) Seller Buyer shall have received an executed copy of each of the delivered to Seller all agreements and other documents required to be delivered by Buyer to it Seller pursuant to Section 2.10(b)3.3 of this Asset Purchase Agreement. (f) The Seller shall have received a certificate of the Secretary of Buyer dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of Buyer in connection with the transactions contemplated by the BNP this Asset Purchase Agreement shall be simultaneously consummatedand the Ancillary Agreements, 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 Asset Purchase Agreement and the Ancillary Agreements; and (B) to the incumbency and specimen signature of each officer of Buyer executing this Asset Purchase Agreement and the Ancillary Agreements to which it is a party, and a certification by another officer of Buyer as to the incumbency and signature of the Secretary of Buyer.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Purchaser Buyer contained in Section 3.2 and in any document to be delivered in connection with this Agreement shall be true and correct (without regard to any qualification as to materiality) when made and as of the Closing Date (other than such representations and warranties as that are made as of another date, a specific date which shall be have been true and correct as of such date), except where to the failure extent that any failures of such representations and warranties to be so true and correct would notnot have a material adverse effect on Seller; provided, individually or in the aggregatehowever, reasonably be expected to materially delay or prevent the consummation that if any representation and warranty of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement Buyer is determined to be complied with untrue or performed by Purchaser incorrect prior to the Closing Date and such failure of such representation and warranty to be so true and correct would have a Material Adverse Effect, then Seller shall notify Buyer upon such determination, and Buyer shall have the right, but not the obligation, to cure such failure on or before the Closing Date, in which case, if cured, such failure shall be deemed to have been waived; (b) Buyer shall have been performed and complied with all of its covenants hereunder through the Closing except to the extent any failure to perform or performed comply would not have a Material Adverse Effect on Seller; (c) there shall not be any injunction, judgment, order, decree, ruling, or charge in all material respects. Seller and Xxxxxx effect preventing consummation of any of the transactions contemplated by this Agreement; (d) Buyer shall have received delivered to Seller a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified in this Section 9.02(asubsections 7.2(a)-(c) have been satisfied.is satisfied in all respects; (be) (i) The FTC shall have accepted for public comment an any Governmental Approvals required to consummate the transactions contemplated by this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; ; (ivf) approval of all third party consents required to effectuate the transaction under this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall Agreement have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth Seller on Schedule 9.02(b) shall have been received.terms acceptable to it, in its sole discretion; (cg) No Law or Judgment (whether temporarythe VICC Lease will be terminated as March 31, preliminary or permanent) 2003 pursuant to a Lease Termination Agreement in the form of Exhibit G and replaced by the Lease in the form of Exhibit D so that the rights and obligations provided under the VICC Lease shall have been promulgated, entered, enforced, enacted or issued be governed by any Governmental Authority that remains in effect the terms and that prohibits, enjoins, or makes illegal the consummation conditions of the Transactions.Exhibit D; (dh) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by that certain Purchase and Sale Agreement of even date between WBRD LLC, a Delaware limited liability company, and Xxxxxxxxx-Xxxxxxx Coal Company, LLC, a Delaware limited liability company; shall have consummated; and (i) Buyer shall have delivered to Seller an opinion of the BNP Purchase Agreement law firm of Huddleston, Bolen, Xxxxxx, Xxxxxx & Xxxxx LLP (relying to the extent deemed necessary by such counsel on the opinion of Delaware counsel), or other counsel to Buyer that is reasonably acceptable to Seller, substantially in the form attached as Exhibit F, with such qualifications and assumptions as shall be simultaneously consummatedcustomary for opinion letters covering such matters. Seller may waive any condition specified in this Section 7.2 if it executes a writing so stating at or before the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to the fulfillment satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by them at or written waiver prior to the Closing Date and (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by both Buyer pursuant hereto shall be true, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, in all material respects at and as of the Closing Date, as if made at and as of such date. (b) Execution and delivery of the Stockholders' Agreement, the Registration Rights Agreement, the Wednesbury Lease by all the parties thereto other than Seller and Xxxxxx, at (or any party affiliated with Seller). (c) On or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing MTI shall have been complied closed an equity round of financing with or performed in all material respects. Seller net proceeds to Buyer of at least $2,000,000 on terms and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser conditions reasonably satisfactory to Seller; and the other transactions relative to the effect that the conditions set forth equity capitalization of MTI described in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b8.03(c) shall have been received. (c) No Law or Judgment (whether temporaryconsummated on terms and conditions reasonably satisfactory to Seller; and after giving effect to such transactions and the transactions contemplated hereby, preliminary or permanent) the capitalization of MTI shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains be as disclosed in effect and that prohibits, enjoins, or makes illegal the consummation of the TransactionsSchedule 8.03(c). (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement On or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until prior to the Closing, but would be satisfied if the Closing were transactions described on Schedule 8.03(d) relative to occur) or waiver of the other conditions set forth in this Article IXWednesbury property shall have occurred. (e) Seller shall have received an executed copy one or more deeds of each release or similar documents in form satisfactory to Seller to release Seller from any and all liabilities or obligations under or otherwise terminate any guarantees, letters of credit or other similar credit support documents that provide credit support to the Company Group from Seller or any of its Affiliates (other than any member of the documents required to be delivered to it pursuant to Section 2.10(bCompany Group), including those listed on Schedule 8.03(e). (f) The Seller shall have received consent for the transactions contemplated hereby by those financial institutions that are party to certain credit facilities of U.S. Industries Inc., in form and substance satisfactory to Seller. (g) Those actions described in Sections 2.02(c) shall have occurred. (h) Seller shall have received an opinion (in a form satisfactory to Seller) which provides that the BNP Purchase Agreement shall be simultaneously consummatedsale of the Shares as contemplated herein is a transaction on which gain or loss is currently recognized under Section 1001 of the Code.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the Transactions shall transactions to be performed by it in connection with the Closing are subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained set forth in this Agreement Section 6 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date; (other than such representations ii) Purchaser shall have performed and warranties as are made as complied with all of another dateits covenants hereunder in all material respects through the Closing; (iii) 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 the failure of such representations and warranties to be so true and correct state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would not, individually or in the aggregate, reasonably be expected to materially delay or (A) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement or (B) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or performed charge shall be in effect unless already legally secured by Seller); (iv) Purchaser on or before the Closing shall have been complied with or performed in all material respects. delivered to Seller and Xxxxxx shall have received the Company a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in Section 11(b)(i)-(iii) are satisfied in all respects; and (v) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Seller and the Company; Seller and Company may waive any condition specified in this Section 9.02(a11(b) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes at or prior to the Closing in a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require writing executed by Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedCompany. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written waiver the waiver, to the extent permitted by both of Seller and Xxxxxxapplicable Law, by Seller) at or prior to the Closing, of each Closing of the following conditions: (a) Each The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the transactions contemplated hereby or by the Additional Agreements shall have been issued and remain in effect (Seller agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted), and no applicable Law shall be in effect which prohibits the consummation of the transactions contemplated hereby or thereby; (c) Seller shall have obtained the Seller's Required Regulatory Approvals set forth on Schedule 7.2(c), in form and substance reasonably satisfactory to Seller (including any adverse conditions therein), and all conditions to effectiveness prescribed therein or otherwise by Law shall have been satisfied in all material respects; and such Seller's Required Regulatory Approvals shall be final and nonappealable; (d) Buyer shall have in all material respects performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (i) The representations and warranties of Buyer set forth in this Agreement that are qualified by reference to Buyer Material Adverse Effect shall be true and correct in all respects and (ii) the representations and warranties of Purchaser contained in this Agreement Buyer that are not so qualified shall be true and correct (without regard to any qualification as to materiality) in substantially all respects, in each case, as of the Closing Date as though made at and as of the Closing Date (other than such representations and warranties as that are made as of another date, a specific date which shall be have been 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. ; (f) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by from an authorized officer of Purchaser Buyer, dated the Closing Date, to the effect that that, to such officer's Knowledge, the conditions set forth in this Section 9.02(aSections 7.2(d) and (e) have been satisfied.satisfied by Buyer; (bg) The Jointly Owned Stations Operating Agreements shall have been amended to (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued join Buyer as a final order, would require Seller party to each of the Jointly Owned Stations Operating Agreements and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) irrevocably release Seller from any and all liabilities and obligations under the European Commission Jointly Owned Stations Operating Agreements, in each case, effective from and after the Closing Date; the Jointly Owned Stations Operating Agreements, as amended, shall have issued a decision approving the Merger Transaction pursuant be in form and substance satisfactory to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage BusinessSeller; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) Jointly Owned Stations Operating Agreements, as amended, shall have been received. (c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains be in full force and effect and that prohibitsthe valid and binding obligation of each signatory thereto, enjoinsincluding Buyer, or makes illegal the consummation of the Transactions. (d) The Merger Transaction shall have been consummated enforceable against each such signatory in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.respective terms; (eh) Seller shall have received an executed copy opinion from Buyer's counsel, which counsel shall be reasonably acceptable to Seller, dated the Closing Date, substantially in the form of Exhibit F hereto; and (i) Subject to the last sentence of Section 3.9, the Related Purchase Agreements shall be in full force and effect and the valid and binding obligation of each party thereto (other than Seller); and all conditions to the obligations of all parties to the documents required Related Purchase Agreements to be delivered to it pursuant to Section 2.10(b). (f) The consummate the transactions contemplated thereby shall have been satisfied or, to the extent permitted by the BNP Purchase Agreement shall be simultaneously consummatedapplicable Law, waived.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each of the The representations and warranties of Purchaser contained Buyer set forth in this Agreement and each Ancillary Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Buyer Material Adverse Effect or any similar standard or qualification, shall be true and correct (without regard to any qualification as to materiality) at and as of the Closing (other than Date as if made at and as of such date, 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 in all material respects as of such earlier date), except where the failure of such representations and or 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 Purchaser on or before the Closing shall have been complied with or performed in all material respectsa Buyer Material Adverse Effect. Seller and Xxxxxx shall have received a certificate signed to such effect on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedClosing Date. (b) (i) The FTC Each of Buyer and Acquisition Subsidiary shall have accepted for public comment an performed in all material respects all agreements and covenants required to be performed by it under this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with each Ancillary Agreement prior to the Merger Transaction that, if issued as a final order, would require Closing Date. Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued received a decision approving certificate to such effect on the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing Date. (c) No Law or Judgment (whether temporary, preliminary or permanent) Acquisition Subsidiary shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoinsdelivered, or makes illegal caused to be delivered, to Seller $16,008,570 in immediately available funds by wire transfer to an account of Seller with a bank designated by Seller (or if not so designated, then by certified or official bank check payable in immediately available funds to the consummation order of the TransactionsSeller in such amount). (d) The Merger Transaction Acquisition Subsidiary shall have been consummated in accordance with delivered, or caused to be delivered, to Seller duly authorized and executed stock certificates representing the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXStock Consideration. (e) Seller Buyer shall have received an executed copy amended its Rights Agreement to (i) except Seller and its Affiliates from the definition of each Acquiring Person as a result of the documents required to be delivered to it pursuant to Section 2.10(b)approval, execution or delivery of this Agreement or the consummation of the transactions hereunder and (ii) provide that none of Seller and its Affiliates shall become an Acquiring Person solely as a result of (a) the acquisition of shares of Buyer Common Stock by Buyer resulting in a decrease in the number of outstanding shares of Buyer Common Stock or (b) Seller's representative on the Board of Directors of Buyer receiving stock or options in their capacity as a director of Buyer. (f) The transactions contemplated Buyer shall have executed and delivered the Intellectual Property Agreement. (g) Buyer shall have executed and delivered the Strategic Alliance Agreement. (h) Buyer shall have executed and delivered the Registration Rights Agreement. (i) Buyer and Acquisition Subsidiary shall have executed and delivered the Interim Services Agreement. (j) Each of the Lease Assignment and Assumption Agreement and the Landlord Consent shall have been executed by the BNP Purchase parties thereto and shall continue to be in full force and effect. (k) Buyer shall have received, and delivered to Seller, all consents, authorizations or approvals from governmental agencies referred to in Section 4.03, in each case in form and substance reasonably satisfactory to Seller, and no such consent, authorization or approval shall have been revoked. (l) Seller shall have received a standby letter of credit, in substantially the form required under the Lease Assignment and Assumption Agreement and reasonably acceptable to Seller and the issuing bank, for the account of Buyer in the face amount of $4,206,608 for the benefit of Seller relating to outstanding rental obligations under the Lease. (m) Seller shall be simultaneously consummatedhave received all documents it may reasonably request relating to the existence of Buyer and Acquisition Subsidiary and the authority of Buyer and Acquisition Subsidiary for this Agreement and each Ancillary Agreement, all in form and substance reasonably satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except for those covenants that are qualified with respect to materiality, which shall be complied with in all respects; and (b) the representations and warranties of Purchaser contained set forth in this Agreement §4 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing (other than such Date, except for those representations and warranties as that are made as of another datequalified with respect to materiality, which shall be true complied with in all respects; and (c) the Parties shall have procured all of the consents and correct as of such date), except where the failure of such representations and warranties to approvals specified in §5.2 above; and (d) no Proceeding shall be so true and correct pending before any Governmental Authority or arbitral body wherein an unfavorable Order would not, individually or in the aggregate, reasonably be expected to materially delay or (1) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement, (2) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation, or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a(3) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision material adverse effect on the right of Buyer to own the Shares and Order in connection with to operate the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser businesses of the Purchased Assets and Assumed Liabilities in accordance therewithCompany as presently operated; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.and (e) Buyer and Seller shall have entered into a mutually acceptable transition services agreement covering the transition of certain information technology functions to Buyer after the Closing; and (f) Seller shall have received from counsel to Buyer and ARI an opinion as to the matters set forth in EXHIBIT 6.2(f) attached hereto, addressed to Seller, dated as of the Closing Date; and (g) each of Buyer, Seller, and the Escrow Agent shall have executed copy and delivered the Escrow Agreement; and (h) Seller and Buyer shall have completed a physical inventory of the Inventories and shall have agreed upon the Estimated Purchase Price; and (i) Buyer shall have delivered to Seller a certificate to the effect that each of the documents required conditions specified in (a) — (c) above is satisfied in all respects. Seller may waive any condition specified in this §6.2 by providing written notice of such waiver to be delivered Buyer at or prior to it pursuant to Section 2.10(b)the Closing. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. INSILCO, INSILCO SUB ONE, INSILCO SUB TWO AND INSILCO SUB THREE. The obligation of Seller Seller, Insilco, Insilco Sub One, Insilco Sub Two and Insilco Sub Three to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver satisfaction of the following further conditions: (i) Each of Buyer, ThermaSys, Merger Sub One, Merger Sub Two and Merger Sub Three shall have performed in all material respects all of its obligations hereunder required to be performed by both of Seller and Xxxxxx, it at or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Purchaser Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects at and correct (without regard to any qualification as to materiality) 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 date 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. (iii) Seller and Xxxxxx shall have received a certificate signed on behalf by the Chief Financial Officer of Purchaser by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.foregoing effect; (b) (i) The FTC Buyer, ThermaSys, Merger Sub One, Merger Sub Two and Merger Sub Three shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision received all consents, authorizations or approvals from governmental agencies referred to in Section 6.03, in each case in form and Order in connection with the Merger Transaction thatsubstance reasonably satisfactory to Seller, if issued as a final orderand no such consent, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser authorization or approval shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewithrevoked; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.and (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of all consents, authorizations or approvals referred to on Schedule 5.06(a), in each case in form and substance reasonably satisfactory to Seller, and no such consent authorization or approval shall have been revoked; and (d) Insilco Sub One and Insilco Sub Three shall have transferred all of the documents required outstanding capital stock of Signal Dominicana S.A. owned by each such entity to an entity to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated designated by the BNP Purchase Agreement shall be simultaneously consummated.Insilco;

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be SSSI Merger (if the Option is exercised) is also subject to the fulfillment or written waiver by both of Seller and Xxxxxxsatisfaction, at or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (unless waived by Seller): (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing Buyer shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser respects all its obligations hereunder which are required to be performed prior to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedClosing Date. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser No petition or similar document shall have been approved filed by or with respect to Buyer under any bankruptcy, insolvency or similar law. (c) The shares of Buyer Common Stock underlying the European Commission as shares of Buyer Preferred Stock constituting the purchaser Merger Consideration delivered by Buyer to Seller shall be subject to the Registration Rights Agreement, until such shares of Buyer Common Stock are freely transferable by Seller without registration or other restriction under the Securities Act or other applicable law; the Registration Rights Agreement shall be in full force and effect; and Buyer shall not be in default of its obligations thereunder. (d) Seller shall have received an opinion of counsel to Buyer (which counsel may be an employee of Buyer), reasonably acceptable to Seller, addressed to Seller and dated the Closing Date, to the effect that: (1) Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has all requisite corporate power and authority to perform its obligations under this Agreement, the SSSI Merger Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. (2) The performance by Buyer of its obligations under this Agreement, the SSSI Merger Agreement and the Registration Rights Agreement, and the consummation by Buyer of the Purchased Assets transactions contemplated hereby and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall thereby have been received; (iv) approval duly and validly authorized by all necessary corporate action on the part of Buyer. Each of this Agreement, the Transactions SSSI Merger Agreement and Purchaser the Registration Rights Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms (subject to all applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity, and except that the purchaser indemnification obligations set forth in Section 8 of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture Registration Rights Agreement may be subject to considerations of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedpublic policy). (c3) No The performance by Buyer of this Agreement, the SSSI Merger Agreement and the Registration Rights Agreement do not conflict with or result in a violation of the General Corporation 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, enjoinsof the State of Delaware, or makes illegal the consummation certificate of the Transactionsincorporation or by-laws of Buyer. (d4) The shares of Buyer Preferred Stock constituting the Merger Transaction shall Consideration have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions thatduly authorized and are validly issued, by their naturefully paid, cannonassessable and are not be satisfied until the Closing, but would be satisfied if the Closing were subject to occur) or waiver of the other conditions set forth in this Article IX.any preemptive rights; (e) Seller shall have received a certificate from an executed copy officer of each Buyer (i) to the effect that Buyer has complied, in all material respects, with all its obligations under this Agreement, the SSSI Merger Agreement and the Registration Rights Agreement, (ii) as to the incumbency of certain officers of Buyer, (iii) as to the satisfaction of the documents required conditions to be delivered Closing set forth in Section 5 (with respect to it pursuant to the representations and warranties of Buyer contained therein), Section 2.10(b6(b) and Section 6(c). , (fiv) The attaching all resolutions of Buyer's board of directors authorizing the transactions contemplated by the BNP Purchase Agreement shall this Agreement, and (v) any other customary matters as may be simultaneously consummatedreasonably requested by Seller.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, 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 Seller (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 Purchaser 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 materialityother than those representations and warranties that are Fundamental Reps or are qualified by Material Adverse Effect or similar qualification, which shall be true, correct, and complete in 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 true, correct, and correct complete as of such date), except where the failure of such representations . (b) Purchaser 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 materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in required by this Agreement to be performed or complied with or performed by Purchaser on at or before prior to the Closing. (c) There shall not have occurred a Purchaser 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 shall have delivered the following to Seller: (i) the Closing shall have been complied with Cash Consideration; (ii) a certificate, dated as of the Closing Date, executed by a duly authorized officer or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer manager of Purchaser to the effect that the conditions set forth in this Section 9.02(a5.2(a), Section 5.2(b), Section 5.2(c) and Section 5.2(d) have been satisfied.; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; a certificate of an officer or manager of Purchaser certifying to the accuracy and completeness of and attaching (A) a copy of the resolutions duly adopted by the members, managers and/or directors, as applicable, of Purchaser and Ranger, Inc. approving this Agreement and the execution and delivery of the Transaction Documents, and (B) the incumbency of the officers or managers signing the Transaction Documents on behalf of Purchaser (together with their specimen signatures); (iv) approval of this Agreementa good standing certificate, the Transactions and Purchaser as the purchaser dated within ten (10) days of the Purchased Assets Closing Date, of Purchaser and Assumed Liabilities shall have been received Ranger, Inc. certified by Governmental Authorities for all Merger Clearances conditioned upon the divestiture Secretary of the Triage Business; and State of Delaware; (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Employment Agreement, duly executed and delivered by Purchaser; (cvi) No Law or Judgment (whether temporarythe Escrow Agreement, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued duly executed and delivered by any Governmental Authority that remains in effect Purchaser and that prohibits, enjoins, or makes illegal the consummation of the Transactions.Escrow Agent; (dvii) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with Intellectual Property Assignment Agreement, duly executed and delivered by Purchaser; (viii) the satisfaction Xxxx of Sale, duly executed and delivered by Purchaser; (ix) New Leases for each Leased Real Property (other than those conditions thatwith respect to any Excluded Real Property), duly executed by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) Purchaser or waiver of the other conditions set forth in this Article IX.its Affiliate; (ex) Seller shall have received an executed copy of each of a certificate representing the documents required to be delivered to it pursuant to Section 2.10(b).Equity Interest; (fxi) The transactions contemplated the Equity Documents, duly executed and delivered by the BNP Purchase Agreement Ranger, Inc. or such other applicable party; and (xii) such other documents, instruments, or certificates as shall be simultaneously consummatedreasonably requested by Seller or its counsel.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations Representations and warranties of Purchaser contained Buyer set forth in this Agreement Section 3 above shall be true and correct (without regard to any qualification as to materiality) in 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 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.Date; (b) (i) The FTC Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision performed and Order complied with all of its covenants hereunder in connection with all material respects through the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law action, suit or Judgment (whether temporary, preliminary or permanent) proceeding shall have been promulgated, entered, enforced, enacted or issued brought by any Governmental Authority that remains in effect Person (other than the parties hereto or any of such parties’ affiliates) and that prohibitsbe pending before any court or quasi judicial or administrative agency of any federal, enjoinsstate, local or makes illegal the foreign jurisdiction or before any arbitrator wherein and unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the Transactions.transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (d) The Merger Transaction Buyer shall have been consummated in accordance with delivered to Seller a certificate to the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver effect that each of the other conditions set forth specified in Sub-paragraphs (a) through (c) of this Article IX.Section 6.2 is satisfied in all respects; (e) Seller The Parties, the Company and its Subsidiaries shall have received an executed copy all other material authorizations, consents, and approvals of each governments and governmental agencies, if any, described in Sections 2.1(b) and 2.1(c) of the documents required to be delivered to it pursuant to Section 2.10(b)Seller’s Disclosure Schedule and in Sections 3.2 and 3.3 of Buyer’s Disclosure Schedule. (f) Seller shall not have terminated this Agreement in accordance with the provisions of Section 7 or the second to last paragraph of Section 6.1 hereof; and (g) The transactions contemplated by opinion of Buyer’s counsel provided to Seller contemporaneously with the BNP Purchase execution of this Agreement shall be simultaneously consummatedupdated as of the Closing Date. Seller may waive any conditions specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to satisfaction of the fulfillment or written waiver following further conditions: (i) Buyer shall have complied with and performed in all material respects all of its agreements, covenants and obligations hereunder required to be performed by both of Seller and Xxxxxx, at it on or prior to the Closing* Indicates omission of material which has been separately filed pursuant to a request for confidential treatment Closing Date, of (ii) each of the following conditions: (a) Each of the representations and warranties of Purchaser Buyer contained in this Agreement or in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct (without regard to any qualification as to materiality) in all material respects, 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 ; provided that representations and warranties to that by their terms speak only as of some other specific date need be so true for purposes of this clause (ii) only as of such date, 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. (iii) Seller and Xxxxxx shall have received certificates signed by a certificate signed on behalf of Purchaser by an senior executive officer of Purchaser to each of Buyer confirming the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing. (b) Buyer shall have duly executed and delivered to Seller each of the Transaction Agreements. (ic) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection release of all obligations of Seller or Specialists associated with Seller under the Merger Transaction thatSpecialist Allocation as set forth on Schedule 9.02(e), if issued other than with respect to those Specialist Securities which are removed from the Specialist Allocation as a final orderresult of a merger, would require Seller and Xxxxxx to divest business combination or delisting of the Triage Business to Purchaserapplicable listed company, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser NYSE .. (d) Seller shall have received true and complete copies, certified by a duly authorized corporate officer of Buyer, of the Purchased Assets resolutions duly and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval validly adopted by the board of directors of Buyer evidencing its authorization of the execution and delivery of this Agreement, Agreement and the Transactions Transaction Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXtransactions contemplated hereby and thereby. (e) Seller shall have received an executed copy of each a certificate of the Secretary or Assistant Secretary of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Transaction Agreements and the other documents required to be delivered to it pursuant to Section 2.10(b)hereunder and thereunder. (f) The transactions contemplated by Buyer and GSEC shall have duly executed and delivered to Seller the BNP Purchase Agreement shall be simultaneously consummatedGSEC Transfer and Assumption Agreement.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment satisfaction (or written waiver by both of Seller and Xxxxxx, at Seller) on or prior to the Closing, of each Closing Date of the following conditions: (a) Each The representations and warranties of Holder, Purchaser and Ikaria made (i) in Section 5 and Section 6 of this Agreement, other than the representations and warranties set forth in Sections 5.5 and the first two sentences of Purchaser contained in this Agreement Section 5.9, shall be true and correct (without regard to any qualification as to materiality) on and as of the Closing (other than Date as if such representations and warranties as are were made on and as of another date, such date (except to the extent such representations and warranties 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), except where the for such failure of such representations and warranties to be so true and correct would notas a result of matters that, individually or in the aggregate, do not have and could not reasonably be expected to materially delay or prevent the consummation have, a Purchaser Material Adverse Effect (in respect of the Transactions contemplated hereby representations and warranties of Holdco and Purchaser in accordance with Section 5 of this Agreement) or a Material Adverse Effect on Ikaria (in respect of the terms hereof. The covenants representations and agreements contained warranties of Holdco, Purchaser and Ikaria in Section 6 of this Agreement to Agreement) and (ii) in Section 5.5 and the first two sentences of Section 5.9 shall be complied with or performed by Purchaser shall be true and correct on or before and as of the Closing shall have been complied with or performed in all material respects. Seller Date as if such representations and Xxxxxx shall have received a certificate signed warranties were made on behalf and as of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedsuch date. (b) (i) The FTC Holdco, Purchaser and Ikaria shall have accepted for public comment an performed or complied in all material respects with all obligations and covenants required by this Agreement Containing Consent Order that includes a proposed Decision to be performed or complied with by Holdco, Purchaser and Order in connection with Ikaria (as the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (iicase may be) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser time of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing. (c) No Law or Judgment Holdco shall have adopted and filed with the Secretary of State of Delaware the Restated Certificate of Incorporation of Holdco in the form attached hereto as Exhibit 8.3(c) (whether temporary, preliminary or permanent) and a certified copy thereof 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 Transactionsdelivered to Seller). (d) Holdco shall have adopted the Amended and Restated Bylaws of Holdco in the form attached hereto as Exhibit 8.3(d) (and a copy thereof, certified by the Secretary of Holdco, shall have been delivered to Seller). (e) The Person designated by Seller shall have been appointed as a director on the Board of Directors of Holdco with effect from Closing pursuant to and in accordance with the Investor Stockholders Agreement. (f) The Ikaria Merger Transaction shall have been consummated in accordance with the Ikaria Merger Agreement or shall be consummated simultaneously with and the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver Ikaria Certificate of the other conditions set forth in this Article IX. (e) Seller Merger shall have received an executed been filed with, and accepted by, the Delaware Secretary of State (and a certified copy of each of the documents required to be thereof shall have been delivered to it pursuant to Section 2.10(bSeller). (fg) The Purchaser shall have delivered to Seller: (i) a copy of the resolutions of each of Holdco, Purchaser and Ikaria (certified by the Secretary of each Person) authorizing the execution, delivery and performance of this Agreement; (ii) a certificate of a duly authorized officer of each of Holdco, Purchaser and Ikaria (A) as to the matters set forth in Section 8.3(a) and Section 8.3(b) and (B) stating that all conditions to such Person’s obligation to consummate the transactions contemplated by this Agreement and the BNP Ancillary Agreements have been satisfied or waived, in a form to be agreed by the Seller and the Purchaser in good faith prior to the Closing; (iii) a copy of the duly executed (effective as of the Closing), amended and restated limited liability company agreement of the Company, pursuant to which Purchaser shall have replaced Seller as the sole member of the Company, in a form to be agreed by the Seller and the Purchaser in good faith prior to the Closing; (iv) each of the Ancillary Agreements to which Persons other than Seller, AGA, any member of Seller’s Group or the Company are proposed to be a party, duly executed by each such Person (including the Investor Stockholders Agreement (which shall be duly executed by the parties to it other than Seller), the Commercial and IP Agreements and the Transitional Services Agreement); (v) a certificate by a duly authorized officer of Holdco as to the amount of fees, costs and expenses to be incurred by Holdco on behalf of the Investors in connection with the negotiation, execution and delivery of this Agreement, the Ancillary Agreements (including the Series B Purchase Agreement and the Ikaria Merger Agreement), and the financing documents entered into in connection with the Acquisition and the Ikaria Merger and the transactions contemplated thereby, whether pursuant to the debt instruments entered into pursuant to the Debt Commitment Letters, the Equity Financing Agreement or otherwise, and the consummation of the transactions contemplated hereby and thereby, which certificate shall include a summary schedule of such fee, costs and expenses and to whom they are owed; and (vi) such other instruments and documents as Seller may reasonably request and as may be simultaneously consummatedrequired in order to properly vest title to the Holdco Shares in Seller. (h) The debt financing contemplated by Section 5.8(a) shall have been consummated on substantially the terms set forth in the Debt Commitment Letters (and in any case not on terms substantially less favorable to Holdco and its Subsidiaries than the terms forth therein) and the equity financing contemplated by Section 5.8(b) shall have been consummated in accordance with the Equity Financing Agreement.

Conditions to Obligation of Seller. The obligation of Seller and ---------------------------------- Agway to consummate the Transactions shall be transactions contemplated hereby at the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained Buyer set forth in this Agreement Section 3(b) above shall be true and correct (without regard to any qualification as to materiality) in all material respects when made and as of the Closing Date; (other than such representations ii) Buyer 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 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 Purchaser on or before the Closing shall have been complied with or performed all of its covenants hereunder in all material respects. respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Buyer shall have delivered to Seller and Xxxxxx shall have received Agway a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in Section 8(b)(i) and (ii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act or the BHC Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents and approvals of Governmental Entities referred to in Section 3(a)(iii) and Section 3(b)(iii) above, except that any filings which are not either (i) specifically required by this Agreement or (ii) mandatory filings with a Governmental Entity, shall be deemed to be excluded from this Section 8(b)(v); (vi) all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Seller and Agway; (vii) Buyer shall have properly executed and delivered to Seller the Servicing Agreement in substantially the form of Exhibit F, attached hereto and incorporated herein by reference; and (viii) Agway shall have delivered to Buyer a final, non-appealable order of the Bankruptcy Court, in form and substance acceptable to the Buyer in its sole discretion, approving this Agreement and authorizing Agway to enter into and perform all of its obligations under this Agreement. Seller and Agway may waive any condition specified in this Section 9.02(a8(b) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the condition specified in Section 8(b)(viii)) if they execute a writing so stating at or prior to the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Asset Purchase Agreement is subject to the fulfillment satisfaction (or written waiver by both Seller in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in Article V (i) that are not qualified by “material adverse effect” or other materiality qualifications shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and (ii) that are qualified by “material adverse effect” or other materiality qualifications shall have been true and correct in all respects at and as of the date hereof and shall be true and correct in all respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Asset Purchase Agreement to be performed or complied with by Buyer at or prior to the Closing, of each of the following conditions:. (ac) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate dated the Closing Date signed on behalf of Purchaser Buyer by an officer the President of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a8.3(a) and 8.3(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or No Action shall be consummated simultaneously with the satisfaction pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occuri) or waiver prevent consummation of any of the other conditions set forth transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements or (ii) cause any of the transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements to be rescinded following consummation. No such Order shall be in this Article IXeffect. (e) Seller Buyer shall have received an executed copy of each of the delivered to Seller all agreements and other documents required to be delivered by Buyer to it Seller pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.3.3 of this Asset Purchase

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) in all material respects on and as of the Closing (other than Date with the same force and effect as though such representations and warranties as are had been restated and made on and as of another the Closing Date, except for those representations and warranties which speak as of a specified date; (b) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) there shall not be any injunction, which judgment, order, decree, ruling or charge having the likely effect of preventing consummation of any of the transactions contemplated by this Agreement; (d) Seller shall be have received a certificate dated the Closing Date and executed by Buyer, certifying that the representations and warranties made by Buyer in this Agreement are true and correct in all material respects at and as of such date), the Closing Date (except where the failure of for such representations and warranties which speak as of a specified date) and that it has fulfilled all conditions 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 Closing provided for in this Agreement to be complied with or performed fulfilled by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.it; (e) Seller Buyer shall have received an executed copy and delivered the Xxxx of each of the documents required to be delivered to it pursuant to Section 2.10(b).Sale, Assignment and Assumption Agreement; (f) The Buyer shall have executed and delivered the Setoff Agreement; (g) Buyer shall have executed and delivered the Manufacturing Agreement; (h) Buyer shall have executed and delivered the Warehousing Agreement; (i) Buyer shall have executed and delivered the guaranty of FCF Partners, LP (the “FCF Guaranty”) in substantially the form attached hereto as Exhibit F; (j) Seller shall have obtained requisite approval by Seller’s stockholders of the transactions contemplated by the BNP Purchase Agreement this Agreement; and (k) Seller shall be simultaneously consummatedsatisfied in its reasonable discretion with its review of the audited balance sheet of FCF Partners, LP for the fiscal year ended December 31, 2010 with respect to the obligations under the FCF Guaranty; and (l) twenty (20) days shall have passed since the mailing of the Information Statement and Seller shall not have received any comments from the SEC.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained Buyer set forth in this Agreement Section 5 shall be true and correct (without regard to any qualification as to materiality) as of in all material respects, except for those which are qualified by the Closing (other than such representations and warranties as are made as of another datewords "material" or "material adverse effect", which shall be true and correct, at and as of the Closing Date (except that the representations and warranties that are made as of a specific date need be true and correct, or true and correct in all material respects, only as of such date); (ii) Buyer shall have performed and complied in all material respects (except for those which are qualified the words "material" or "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 Purchaser on or before the Closing which shall have been performed or complied with) with all of its covenants hereunder through the Closing; (iii) no action, suit or performed proceeding shall be pending before any court, arbitrator or other body or administrative agency of any federal, state, local or foreign jurisdiction which has a reasonable likelihood of resulting in all material respects. Seller an injunction, judgment, order, decree, ruling or charge which would prevent consummation of any of the transactions contemplated by this Agreement (and Xxxxxx no such injunction, judgment, order, decree, ruling or charge shall be in effect); (iv) Buyer shall have received delivered to Seller a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified in this Section 9.02(a3(b)(i)-(iii) have been satisfied.is satisfied in all respects; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) Seller and Buyer shall have been received.received all other authorizations, consents and approvals of any Government Authority referred to in Section 4(c) and Section 5(c); (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (evi) Seller shall have received from counsel to Buyer an executed copy opinion in the form of each Exhibit E, addressed to Seller, and dated as of the documents required to be delivered to it pursuant to Section 2.10(b).Closing Date; (fvii) The transactions contemplated by Buyer shall have entered into the BNP Purchase Transition Services Agreement and the Transition Agreement shall be simultaneously consummatedin full force and effect and shall not have been amended or modified; (viii) Buyer shall have entered into the License Agreement and the License Agreement shall be in full force and effect and shall not have been amended or modified; and (ix) Buyer shall have entered into the Supply Agreement and the Supply Agreement shall be in full force and effect and shall not have been amended or modified. Seller may waive any condition specified in this Section 3(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both Seller in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in this Agreement (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Buyer 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 Buyer at or prior to the Closing, of each . (c) Buyer shall execute and deliver to Seller a certificate (the “Buyer Closing Certificate”) of the following conditions: (a) Each President of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) Buyer, 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect stating that the conditions set forth specified in Sections 8.3(a) and (b) of this Section 9.02(a) Agreement have been satisfied. (bd) (i) The FTC Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision delivered to Seller all agreements and Order in connection with the Merger Transaction that, if issued as a final order, would require other documents required to be delivered by Buyer to Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval Section 3.3 of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy a certificate of the Secretary of Buyer dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of Buyer in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, 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 and the Ancillary Agreements; and (B) to the incumbency and specimen signature of each officer of Buyer executing this Agreement and the Ancillary Agreements to which it is a party, and a certification by another officer of Buyer as to the incumbency and signature of the documents required to be delivered to it pursuant to Section 2.10(b)Secretary of Buyer. (f) The transactions contemplated If the Closing has not occurred by the BNP Purchase Agreement 30th day after the date hereof, a nationally recognized investment bank shall have delivered to the board of directors of CTC (or a committee thereof) a written bring-down letter with respect to an opinion provided by such investment bank, which confirms that, as of the Closing Date, the consideration to be simultaneously consummatedreceived by Seller in connection with the asset sale contemplated hereby is, from a financial point of view, fair to CTC.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall transactions to be per- formed by it in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satis- faction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained Buyer set forth in this Agreement Section 4 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date; (other than such representations ii) Buyer shall have performed and warranties as are made complied with all of its covenants hereunder in all material respects at and as of another datethe Closing Date; (iii) 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 the failure of such representations and warranties to be so true and correct state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would not, individually or in the aggregate, reasonably be expected to materially delay or (A) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement or (B) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded follow- ing consummation (and no such injunction, judgment, order, decree, ruling, or performed by Purchaser on or before the Closing charge shall be in effect); (iv) Buyer shall have been complied with or performed in all material respects. delivered to Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in this Section 9.02(a6(b)(i)-(iii) have been satisfied.above is satisfied in all respects; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) all Landlord Consents have been obtained and all applicable waiting periods (and any Consents of Governmental Authorities extensions thereof) under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been received.terminated and Seller and Buyer shall have received all other authori- zations, consents, and approvals of governments and governmental agencies, if any, referred to in Section 3(c) and Section 4(c) above; (cvi) No Law or Judgment (whether temporary, preliminary or permanent) Neither of the Parties 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.terminated this Agreement pursuant to Section 7 below; (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (evii) Seller shall have received an executed copy all permits and licenses necessary to undertake the liqui- dation of each inventory pursuant to the License; provided, however, that if Seller is unable to obtain the licens- es and permits contemplated by this Section 6(b)(vii) with regard to any of the Stores, Buyer shall have the remedies set forth in Section 7 (a)(ii) hereof; (viii) Kimven Corporation and Kimven II Corporation shall amend the two Leases listed in Sched- ule 3(j)(ii) with respect to Store numbers 29 and 32 (and others) so that such Leases cover only those Stores currently covered by such Leases that are not being sold to Buyer hereunder with a prorata reduction in the rental thereunder; and (ix) all actions to be taken by Buyer 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 2.10(b). (f) The effect the transactions contemplated by hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the BNP Purchase Agreement shall be simultaneously consummatedClosing.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the Transactions shall be transactions contemplated hereby are subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent on or before the Closing Date, any of which may be waived by Seller: (a) Each of the representations The Guaranty shall remain in full force and warranties of Purchaser contained effect and Parent shall not be in this Agreement shall be true and correct (without regard default thereunder or indicated any unwillingness 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.perform its obligations thereunder; (b) (i) The FTC Seller shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision received the Purchaser Officer's Certificate, and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) Assignment of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities Assumption of Liabilities, each delivered in accordance therewith; with Section 3.04(b); (iiic) All Governmental Approvals and Third Party Approvals necessary to effect the transactions contemplated hereby (including the expiration of all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(bwaiting periods) shall have been received. (c) 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.; (d) The Merger Transaction There shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until threatened, instituted or pending any action or other Proceeding before any Governmental Entity (i) challenging the Closing, but would be satisfied if the Closing were to occur) or waiver legality of the other conditions set forth in this Article IX.transactions contemplated by the Transaction Documents or the terms of any thereof or (ii) seeking to prohibit the transactions contemplated by the Transaction Documents; (e) Seller shall have received an executed copy of each of the all documents required to be delivered received from Purchaser on or prior to it pursuant the Closing Date, all in form and substance reasonably satisfactory to Section 2.10(b).Seller; and (f) The transactions contemplated by Seller shall have entered into an agreement with the BNP Purchase Internal Revenue Service to terminate the IRS Agreement shall be simultaneously consummatedwith respect to Prepaid Cards (other than Suspected Fraudulent Cards as of the Effective Date) and Deposits in a form and substance acceptable to Seller and, to the extent that such agreement with the IRS imposes obligations on Purchaser, to Purchaser.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both Seller in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in this Agreement (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Buyer 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 Buyer at or prior to the Closing, of each . (c) Buyer shall execute and deliver to Seller a certificate (the “Buyer Closing Certificate”) of the following conditions: (a) Each President of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) Buyer, 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect stating that the conditions set forth specified in Sections 8.3(a) and (b) of this Section 9.02(a) Agreement have been satisfied. (bd) (i) The FTC Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision delivered to Seller all agreements and Order in connection with the Merger Transaction that, if issued as a final order, would require other documents required to be delivered by Buyer to Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval Section 3.3 of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy a certificate of the Secretary of Buyer dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of Buyer in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, 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 and the Ancillary Agreements; and (B) to the incumbency and specimen signature of each officer of Buyer executing this Agreement and the Ancillary Agreements to which it is a party, and a certification by another officer of Buyer as to the incumbency and signature of the documents required to be delivered to it Secretary of Buyer. *** This material has been omitted pursuant to Section 2.10(b)a request for confidential treatment and filed separately with the Securities and Exchange Commission. (f) The transactions contemplated If the Closing has not occurred by the BNP Purchase Agreement 30th day after the date hereof, a nationally recognized investment bank shall have delivered to the board of directors of CTC (or a committee thereof) a written bring-down letter with respect to an opinion provided by such investment bank, which confirms that, as of the Closing Date, the consideration to be simultaneously consummatedreceived by Seller in connection with the asset sale contemplated hereby is, from a financial point of view, fair to CTC.

Conditions to Obligation of Seller. The obligation of Seller to consummate Seller, Allenbach and the Transactions shall be Employee xx xxxsummate the Closing is subject to the fulfillment or written waiver satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by both of Seller and Xxxxxx, it at or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Purchaser Buyer contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects at and correct (without regard to any qualification as to materiality) 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 date 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. (iii) Seller and Xxxxxx shall have received a certificate signed on behalf by the Chief Financial Officer of Purchaser by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing effect. (b) (i) The FTC shall have accepted for public comment an No proceeding challenging this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with or the Merger Transaction thattransactions contemplated hereby or seeking to prohibit, if issued as a final orderalter, would require Seller and Xxxxxx to divest prevent or materially delay the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser Closing shall have been approved instituted by the European Commission as the purchaser of the Purchased Assets any Person before any court, arbitrator or governmental body, agency or official and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedbe pending. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an opinion of Buyer's Counsel, dated the Closing Date, to the effect specified in Sections 5.01 through 5.04 and 5.06 and with respect to such other matters as Seller shall reasonably request. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the laws of jurisdictions other than the Commonwealth of Massachusetts or the federal laws of the United States of America, upon opinions of counsel reasonably satisfactory to Seller, copies of which shall be contemporaneously delivered to Seller, and as to matters of fact, upon certificates of officers of Buyer. (d) Buyer shall have executed copy of and delivered each of the documents required Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an exhibit to this Agreement, and shall have delivered the Shares to it Allenbach. (e) Buyer shall have caused a registration statement under the Securities Act on an appropriate form relating to the resale of the Shares to be filed pursuant to Section 2.10(b)the Registration Rights Agreement. (f) The Allenbach and the Employee sxxxx xxxx received a release from their guaranty of all obligations owing by them to Finova. (g) Seller shall have received all items specified in Section 2.02 of this Agreement and all other closing documents that they may reasonably request, all in form and substance reasonably satisfactory to them. (h) Buyer shall have delivered 10,000 shares of Omni's stock to Fuji in exchange for their agreement to waive or release their rights of first refusal with respect to the transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummatedthis Agreement.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions Closing shall be subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, satisfaction of each of the following conditions, any of which may be waived by Seller in its sole discretion: (a) Each Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement prior to the Closing Date and Seller shall have received a certificate executed by a duly authorized officer of Buyer to such effect on the Closing Date. (b) The representations and warranties of Buyer contained in Article IV which are qualified as to materiality shall be true and correct, and the representations and warranties of Purchaser contained in this Agreement Buyer which are not qualified as to materiality shall be true and correct (without regard to any qualification in all material respects, in each case, as to materiality) of the date of this Agreement and as of the Closing (other than such representations Date as though made at and warranties as are made as of another the Closing Date, except to the extent any such representation or warranty expressly speaks of a particular date, in which case it 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser executed by an a duly authorized officer of Purchaser Buyer to such effect on the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing Date. (c) No Law or Judgment (whether temporary, preliminary or permanent) There shall not have been promulgatedissued and be in effect any order, entered, enforced, enacted decree or issued by judgment of any Governmental Authority that remains in effect and that prohibitsenjoining, enjoins, preventing or makes illegal restricting the consummation of the Transactionstransactions contemplated hereby. (d) The Merger Transaction There shall not have been consummated in accordance with the Merger Agreement instituted or shall be consummated simultaneously with the satisfaction pending any action or proceeding (other than those conditions thatany actions or proceedings that are demonstrably frivolous) by any Governmental Authority or any other Person (i) challenging or seeking to make illegal, by their nature, cannot be satisfied until to delay materially or otherwise directly or indirectly to restrain or prohibit the Closing, but would be satisfied if the Closing were to occur) or waiver consummation of the other conditions set forth transactions contemplated hereby, or seeking to obtain material damages in this Article IXconnection with the transactions contemplated hereby, or (ii) seeking to restrain or prohibit Buyer's acquisition or future receipt of the Net Celgene Payments. (e) Seller shall have received an the Guaranty duly executed copy of each of by the documents required to be delivered to it pursuant to Section 2.10(b)parties thereto. (f) The transactions contemplated Seller shall have received the New Analog Agreement duly executed and delivered by the BNP Purchase parties thereto. (g) Seller shall have received the IPO Agreement duly executed by the parties thereto. (h) Seller shall be simultaneously consummatedhave received the Celgene Consent duly executed and delivered by the parties thereto. (i) Seller shall have received the CMCC Consent duly executed and delivered by the parties thereto. (j) Seller shall have received the New Thalidomide Agreement duly executed and delivered by the parties thereto. (k) Buyer and Seller shall have entered into a mutually satisfactory agreement pursuant to which Buyer and Seller shall identify those sections of the New Thalidomide Agreement that are equivalent to those sections of the Celgene Agreement, for purposes of the definitions of "Applicable Net Celgene Payments", "Applicable Net Sales", "Celgene Payments", "Net Celgene Payments" and "Shared Net Sales", Section 3.08(c) and Section 5.06 hereof.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each in its sole discretion) of the following conditions: (a) Each of (i) the representations and warranties of Purchaser contained Buyer set forth in this Agreement Sections 4.1 (Existence), 4.2 (Authorization) and 4.3 (Enforceability) (disregarding materiality and material adverse effect qualifiers set forth therein) shall be true and correct (without regard to any qualification as to materiality) in all respects at and as of the Closing Date and (ii) the other representations and warranties of Buyer set forth in Article IV (disregarding materiality and material adverse effect qualifiers set forth therein) shall be true and correct at and as of the Closing Date (other than such representations and warranties as are made as of another that refer specifically to an earlier date, which representations and warranties (disregarding materiality qualifiers and material adverse effect qualifiers set forth therein) shall be have been true and correct as of such earlier date), except where the failure of any such representations and warranties to be so true and correct would notcorrect, individually or and in the aggregate, has not had and would not reasonably be expected to materially delay have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement. (b) Buyer shall have performed or prevent the consummation of the Transactions contemplated hereby complied in accordance all material respects with the terms hereof. The all obligations and covenants and agreements contained in required by this Agreement to be performed or complied with by Buyer at or performed by Purchaser on or before prior to the Closing shall have been complied with or performed in all material respects. Date. (c) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser dated the Closing Date by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(aSections 8.2(a) and 8.2(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction All applicable waiting periods under the HSR Act and Other Antitrust Laws shall have expired or been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXterminated. (e) Seller shall have received an executed copy of each No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the documents required to transactions contemplated by this Agreement shall be delivered to it pursuant to Section 2.10(b)in effect. (f) The transactions contemplated Each of the documents set forth in Section 2.4(b) shall have been duly executed (if applicable) and delivered to Seller by each of the BNP Purchase Agreement shall be simultaneously consummatedother parties thereto (other than Seller).

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment satisfaction, or written waiver in writing by both of Seller and XxxxxxSeller, at or prior to the Closing, of each of the following conditions: (a1) Each the Buyer shall have duly performed and complied with all terms, agreements and conditions that are required by this Agreement to be performed or complied with by Buyer prior to or at the Closing (2) no suit, action, investigation, inquiry or administrative or other proceeding by any governmental body or other person or entity shall have been instituted or threatened which questions the validity or legality or which seeks to prevent consummation of the transactions contemplated hereby; (3) all of the representations and warranties of Purchaser the Buyer contained in this Agreement shall be true and correct (without regard to Agreement, as the same may have been modified by or in any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another dateBuyer Disclosure Schedules, which shall be true and correct as of such date)the date when made, except where and also as of the failure of Closing Date with the same force and effect as though such representations and warranties were made again at and as of the Closing Date, provided, however, that a failure of this condition shall be deemed to have occurred only if the failure of any of the Buyer’s representations or warranties to be so true and correct correct, either on the date when made or at the Closing Date, would not, (individually or in the aggregate) have a Material Adverse Effect on Buyer or the ability of Buyer to consummate the transactions contemplated hereby; and (4) all Consents from third parties, reasonably governmental and other, required to be expected obtained by Buyer to materially delay or prevent permit it to consummate 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller obtained, without the imposition of any burdensome conditions on Seller, and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) not have been satisfiedrevoked or withdrawn, provided, however, that a failure of this condition shall be deemed to have occurred only if the failure to obtain any such Consent or Consents, or the revocation or withdrawal thereof, would have a Material Adverse Effect on Buyer or would prevent Buyer from consummating the transactions contemplated hereby. (b5) Seller shall contribute and undivided Forty-Eight and 47/100 percent (48.47%) of the Acquired Assets to the Buyer in exchange for a Forty-Five Percent (45%) Membership Percentage Interest in Buyer, as defined in the Limited Liability Company Agreement of Buyer (the “LLC Agreement”), with an initial capital account of Three Million Four Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($3,453,750.00) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until “Membership Interest”). At the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy become a party to Buyer’s LLC Agreement, Buyer shall admit Seller as a Member of each of Buyer, and issue the documents required Membership Interest to be delivered to it pursuant to Section 2.10(b)Seller. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall transactions to be performed by Seller in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each except for the Buyer Excluded Representations, all of the representations and warranties of Purchaser Buyer contained in this Agreement ARTICLE 2 that contain “material,” “Buyer Material Adverse Effect” and the like shall be true and correct (without regard to any qualification as to materiality) have been accurate in all respects as of the date hereof and shall be accurate in all respects as if made on the Closing Date (other than such except to the extent expressly made as of an earlier date, in which case the accuracy of those representations and warranties shall be determined as are of such earlier date) and all of the representations and warranties of Buyer contained in ARTICLE 2 that do not contain “material,” “Buyer Material Adverse Effect” “ and the like shall have been accurate in all respects as of the date hereof and shall be accurate in all respects as if made on the Closing Date (except to the extent expressly made as of another an earlier date, in which case the accuracy of those representations and warranties shall be true and correct determined as of such earlier date), except where other than the failure of such representations and warranties to be so true and correct accurate as would not, individually or in the aggregate, not reasonably be expected to materially delay have a Buyer Material Adverse Effect (disregarding the reference to “materiality,” “Buyer Material Adverse Effect” or prevent similar qualifiers contained therein), and (ii) with respect to the consummation Buyer Excluded Representations that contain references to “material,” “Buyer Material Adverse Effect” and the like, such Buyer Excluded Representations shall have been accurate in all respects as of the Transactions contemplated hereby date hereof and shall be accurate in accordance all respects as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case the accuracy of those representations and warranties shall be determined as of such earlier date) and with respect to the terms hereof. The Buyer Excluded Representations that do not contain references to “material,” “Buyer Material Adverse Effect” and the like, such Buyer Excluded Representations shall have been accurate in all material respects as of the date hereof and shall be accurate in all material respects as if made on the Closing Date (except to the extent expressly made as of an earlier date, in which case the accuracy of those representations and warranties shall be determined as of such earlier date); (b) Buyer shall have performed and complied in all material respects with all of its respective covenants and agreements contained in this Agreement to be complied with performed prior to or performed by Purchaser on or before at the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law or Judgment (whether temporary, preliminary or permanent) there shall have been promulgated, entered, enforced, enacted or issued by not be any Governmental Authority that remains Order in effect preventing consummation of any of the transactions contemplated by this Agreement or any commenced by a Governmental Body and that prohibitsProceeding seeking to restrain, enjoinsprevent, change or makes illegal delay the consummation of any of the Transactions.transactions contemplated by this Agreement; (d) The Merger Transaction There shall not have been consummated in accordance with a Buyer Material Adverse Change since the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver date of the other conditions set forth in this Article IX.Agreement; (e) the filings of Buyer and Seller pursuant to the and all other applicable antitrust, competition or trade regulation Laws, if any, shall have received an executed copy of each of been made and the documents required to be delivered to it pursuant to Section 2.10(b).applicable waiting period and any extensions thereof shall have expired or been terminated; (f) Buyer shall have delivered to Seller at the Closing a certificate, in form and substance reasonably satisfactory to Seller, confirming that each of the conditions specified above in Section 6.2(a)-(c) is satisfied; (g) Buyer shall have delivered to the Company a certificate from the Secretary of Buyer, dated as of the Closing Date, attaching and certifying the Organizational Documents and authorizing resolutions of Buyer, which resolutions were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout or by unanimous written consent, remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto, and certifying the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (h) The transactions contemplated by the BNP Purchase ABRY Letter Agreement shall be simultaneously consummatedin full force and effect as of the Closing and the terms thereof shall not have been amended or waived without the prior written consent of ABRY and Buyer; and (i) Buyer shall have executed and delivered the Escrow Agreement and the Registration Rights Agreement. All such agreements, documents and other items shall be in form and substance satisfactory to Seller. Seller may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller ---------------------------------- 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 both of Seller and Xxxxxx, at following conditions on or prior to the Closing, any of which may be waived by Seller: (i) The representations and warranties of each of the following conditions: Transferors set forth in Sections 4(b) (a) Each of excluding the representations and warranties of Purchaser contained in this Agreement with respect to good standing status), 4(c)(i), 4(d), 4(f)(A), 4(h)(iii)(A), 4(h)(iii)(B), 4(h)(iii)(C), 4(l)(i) and 4(m)(i) that are qualified by reference to materiality or a material adverse effect shall be true and correct (without regard to any qualification as to materiality) at and as of the Closing (Date, and all other than such representations and warranties as set forth in such sections that are made as of another date, which not so qualified shall be true and correct in all material respects at and as of such date)the Closing Date except, except where the failure of in each case, (i) for such representations and warranties to that are expressly made as of an earlier date, in which case such representations and warranties shall only be so true and correct would not, individually or on and as of such earlier date and (ii) as disclosed in the aggregateTransferor Disclosure Schedule; (ii) The Transferors shall have procured all of the consents specified in Section 6(b)(ii) of the Transferor Disclosure Schedule; provided, reasonably however, that if the Transferors are unable to procure a consent to the assignment of an Assigned Contract, but are able to provide Seller with all of the benefits under such Assigned Contract at no additional cost to Seller, then Seller shall waive this condition with respect to such Assigned Contract; (iii) There shall be expected to materially delay no statute, law, judgment, decree, injunction, rule or prevent the order of any Governmental Entity which prohibits, restricts or delays consummation of the Transactions transactions contemplated hereby in accordance with by this Agreement; (iv) Each of the terms hereof. The covenants and agreements contained in this Agreement Transferors shall have delivered to be complied with or performed by Purchaser on or before Seller a certificate, dated the Closing shall have been complied with or performed Date, in form and substance reasonably satisfactory to Seller, executed by an executive officer of each of the Transferors, respectively, to the effect that (A) each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects and (B) the representations and warranties set forth in Section 4(o) are true and correct in all material respects. Seller ; (v) All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and the Parties shall have received a certificate signed on behalf the FCC Approval and other authorizations, consents and approvals of Purchaser by an officer of Purchaser to the effect that the conditions other Governmental Entities set forth in this Section 9.02(a) have been satisfied.the Seller Disclosure Schedule and the Transferor Disclosure Schedule; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (evi) Seller shall have received from counsel to MCI, an executed copy of each opinion or opinions addressed to Seller and dated as of the documents required Closing Date in form and substance reasonably satisfactory to Seller; (vii) The Transferors shall have executed and delivered to Seller the Registration Rights Agreement; (viii) The Transferors shall have executed and delivered the Settlement Agreement and Mutual Release; (ix) The Transferors shall have caused to be executed and delivered to it pursuant to Section 2.10(b).Seller the Set Top Box Agreement; (fx) The transactions contemplated by Transferors shall have caused to be executed and delivered to Seller the BNP Purchase Agreement Retransmission Consent Agreement; (xi) The Transferors shall have caused to be executed and delivered to Seller the Components License Agreement; (xii) The Transferors shall have delivered to Seller a Special Warranty Deed in the form of Exhibit I annexed hereto, conveying the Xxxxxxx Property to Seller; (xiii) The Transferors shall have satisfied their obligations contained in Section 5(f)(vi) hereof; and (xiv) The Transferors shall have executed and delivered to Seller the Contract Assignment and Assumption, and an instrument or instruments of transfer in form and substance reasonably satisfactory to Seller with respect to the transfer of the Earth Station Authorizations and the Intellectual Property set forth in Section 2(b)(vi), and the assignment of all Assigned Contracts, the MCI FCC License, the Earth Station Authorization and the Intellectual Property shall be simultaneously consummatedeffective as of the Closing Date. In the event that one or more of the preceding conditions to Seller's obligations to close have not been satisfied on or prior to the Closing Date, Seller may nonetheless proceed to close (without waiving such condition) and seek a purchase price adjustment from or pursue a cause of action for damages against the Transferors for the failure of the Transferors to satisfy such condition.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions:conditions (except to the extent waived by Seller): (ai) Each of the representations and warranties of Purchaser Buyer contained in this Agreement not qualified with any “Buyer Material Adverse Effect” qualifier shall be true and correct (without regard to in all respects, so long as 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 failures of such representations and warranties to be so true and correct would notin all respects, individually or taken together, have not had a Buyer Material Adverse Effect (it being understood that for purposes of determining accuracy of such representations and warranties all qualifications based on the word “material” contained in the aggregatesuch representations and warranties shall be disregarded), reasonably be expected to materially delay or prevent the consummation and (ii) representations and warranties of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements Buyer contained in this Agreement to qualified with any “Buyer Material Adverse Effect” qualifier shall be complied with or performed by Purchaser on or before true and correct in all respects; in the case of each of (i) and (ii), as of the date of this Agreement and as of the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser Date except to the effect that the conditions set forth extent such representations and warranties expressly relate to an earlier date, in this Section 9.02(a) have been satisfied.which case as of such earlier date; (b) (i) The FTC Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision performed and Order complied in connection all material respects with all of its covenants hereunder through the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law action, suit or Judgment proceeding shall be pending before any 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 (whether temporaryi) prevent consummation of any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation (and no such injunction, preliminary judgment, order, decree, ruling or permanentcharge shall be in effect); (d) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.1(a)-(c) is satisfied in all material respects, with such certificate reflecting the condition in Section 7.1(c) being to Buyer’s Knowledge; (e) [Intentionally Omitted]; (f) [Intentionally Omitted]; (g) Buyer shall deliver the Closing Payment by wire transfer in immediately available funds to Seller as set forth in Section 2.4(a) to a bank account designated by Seller in writing; (h) Each third party to each Novation Contract shall have provided reasonable indication that it intends to enter into a Novation Agreement or otherwise assign or novate the Novation Contract in a form reasonably acceptable to Seller; (i) Buyer shall have delivered to Seller an appropriate resale certificate in relation to the inventory and products being acquired pursuant to this Agreement; (j) All other deliveries required by Section 2.7(b) shall have been promulgated, entered, enforced, enacted or issued made; and (k) All actions to be taken by any Governmental Authority that remains Buyer in effect and that prohibits, enjoins, or makes illegal connection with the consummation of the Transactions. (d) The Merger Transaction shall have been consummated transactions contemplated hereby and all certificates, instruments, and other documents reasonably required to effect the transactions contemplated hereby, as provided in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occurSection 2.7(b) or waiver of the other conditions set forth otherwise, will be reasonably satisfactory in this Article IXform and substance to Seller. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment satisfaction, or written waiver in writing by both of Seller and XxxxxxSeller, at or prior to the Closing, of each of the following conditions: (a1) Each the Buyer shall have duly performed and complied in all material respects with all terms, agreements and conditions that (i) are required by this Agreement to be performed or complied with by Buyer prior to or at the Closing and (ii) if not so performed or complied with by Buyer, would have (either individually or in the aggregate) a Material Adverse Effect on Buyer or would prevent Buyer from consummating the transactions contemplated hereby; (2) no suit, action, investigation, inquiry or administrative or other proceeding by any governmental body or other person or entity shall have been instituted or threatened which questions the validity or legality or which seeks to prevent consummation of the transactions contemplated hereby; (3) all of the representations and warranties of Purchaser the Buyer contained in this Agreement shall be true and correct (without regard to Agreement, as the same may have been modified by or in any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another dateBuyer Disclosure Schedules, which shall be true and correct as of such date)the date when made, except where and also as of the failure of Closing Date with the same force and effect as though such representations and warranties were made again at and as of the Closing Date, provided , however , that a failure of this condition shall be deemed to have occurred only if the failure of any of the Buyer’s representations or warranties to be so true and correct in all respects (and therefore disregarding any materiality qualifiers that may be contained in any such representations and warranties), at the Closing Date, would not, (individually or in the aggregate) have a Material Adverse Effect on Buyer or the ability of Buyer to consummate the transactions contemplated hereby; and (4) all Consents from third parties, reasonably governmental and other, required to be expected obtained by Buyer to materially delay or prevent permit it to consummate 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller obtained, without the imposition of any burdensome conditions on Seller, and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) not have been satisfied. (b) (i) The FTC revoked or withdrawn, provided , however , that a failure of this condition shall be deemed to have accepted for public comment an Agreement Containing occurred only if the failure to obtain any such Consent Order that includes a proposed Decision and Order in connection with or Consents, or the Merger Transaction that, if issued as a final orderrevocation or withdrawal thereof, would require Seller and Xxxxxx to divest have a Material Adverse Effect on Buyer or would prevent Buyer from consummating the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummatedhereby.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: a. Buyer shall have delivered a copy of the resolutions of its board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth herein. Such resolutions shall be subject certified by an authorized officer of Buyer and as being true and correct and in full force and effect as of the Closing Date; b. The representations and warranties set forth in Article 5 above shall be true and correct in all material respects at and as of the Closing Date; c. Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; d. No 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 wherein an 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 Buyer to own the Assets; e. Seller shall have delivered to Buyer a certificate to the fulfillment or written waiver by both effect that each of the conditions specified above (7.1a through 7.1d) are satisfied in all respects; f. Seller and XxxxxxBuyer shall have entered into the Employment Agreement; and g. All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions transactions to be performed by Seller in connection with the Closing is subject to satisfaction of the following conditions: (a)there shall not be any Order in effect preventing consummation of any of the transactions contemplated by this Agreement or any Proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Agreement; (b)all of Buyer’s representations and warranties contained in Section 2.2 or in any Ancillary Agreement to which Buyer is a party shall have been true and correct in all material respects as of the date hereof and shall be subject true and correct in all material respects at and as of the Closing Date, in each case except to the fulfillment extent that such representations and warranties are qualified by or written waiver refer to the terms “material”, “materiality”, “in all material respects” or any similar term or phrase, in which case such representations and warranties shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects at and as of the Closing Date; (c)Buyer shall have performed and complied in all material respects with all covenants and agreements in this Agreement to be performed by both Buyer prior to or at the Closing; (d)Mortgage Lender Approval shall have been obtained; and (e)Buyer shall have delivered each of the following to Seller: (i)the Purchase Price in accordance with Section 1.2; (ii)a certificate dated as of the Closing Date, duly executed by Buyer, certifying that each of the conditions specified in Section 6.2(b) and 6.2(c) have been satisfied; (iii)a duly executed counterpart signature page to the Stockholders’ Agreement; (iv)a duly executed counterpart signature page to the Management Services Agreement; and (vi) a duly executed counterpart signature page to the Notice of Management Services Agreement (unless recordation of the same has not been approved by the Mortgage Lender). Seller and Xxxxxx, may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver satisfaction of the following further conditions: (i) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by both of Seller and Xxxxxx, at it on or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) 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 materially delay have a material adverse effect on the business, properties or prevent the consummation financial condition of the Transactions contemplated hereby in accordance with the terms hereof. The covenants Purchaser and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. it subsidiaries taken as a whole and (iii) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser duly executed by an authorized officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing effect. (b) Seller shall have received (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision copy of the certificate or articles of incorporation, including all amendments, of Purchaser certified by the Secretary of State or other appropriate official of the jurisdiction of Purchaser's incorporation and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) certificates from the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) Secretary of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser State or other appropriate official of the Purchased Assets and Assumed Liabilities jurisdiction of Purchaser's incorporation to the effect that Purchaser is in accordance therewith; (iii) good standing or subsisting in such jurisdiction, listing all other Merger Clearances shall have been received; (iv) approval charter documents of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedfile. (c) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have been promulgatedreceived a certificate, entereddated the Closing Date and executed by the Secretary or an Assistant Secretary of Purchaser, enforced, enacted or issued by any Governmental Authority that remains in effect form and that prohibits, enjoins, or makes illegal the consummation substance customary for transactions of the Transactionsthis type. (d) The Merger Transaction Company shall have been consummated in accordance with executed and delivered to Guarantor the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXTransition Services Agreement. (e) Seller Purchaser and the Company shall have received an executed copy of each of the documents required to be and delivered to it pursuant to Section 2.10(b)Guarantor the Master Agreement. (f) The transactions contemplated by Company or one of its Affiliates shall have executed and delivered to Guarantor the BNP Purchase Agreement HMO and non-HMO health care agreements, substantially in the form of the applicable Exhibit to the Master Agreement. (g) Purchaser shall be simultaneously consummatedhave executed and delivered to Seller the Guaranty, substantially in the form of the applicable Exhibit to the Master Agreement.

Conditions to Obligation of Seller. The obligation of Seller ---------------------------------- to consummate the Transactions shall be Closing is subject to the fulfillment satisfaction or written waiver by both Seller of Seller and Xxxxxx, the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Purchaser Buyer contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects at and correct (without regard to any qualification as to materiality) 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 date 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. (iii) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing effect. (b) (i) The FTC shall have accepted for public comment an No proceeding challenging this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with or the Merger Transaction thattransactions contemplated hereby or seeking to prohibit, if issued as a final orderalter, would require Seller and Xxxxxx to divest prevent or materially delay the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser Closing shall have been approved instituted by the European Commission as the purchaser of the Purchased Assets any Person before any court, arbitrator or governmental body, agency or official and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedbe pending. (c) No Law Seller shall have received all consents, authorizations or Judgment (whether temporaryapprovals from governmental agencies referred to in Section 4.03, preliminary in each case in form and substance reasonably satisfactory to Seller, and no such consent, authorization or permanent) approval 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 Transactionsrevoked. (d) The Merger Transaction Seller shall have been consummated received all items specified in accordance with the Merger Section 2.07 of this Agreement or shall be consummated simultaneously with the satisfaction (and all other than those conditions thatclosing documents that they may reasonably request, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were all in form and substance reasonably satisfactory to occur) or waiver of the other conditions set forth in this Article IXthem. (e) Seller Buyer shall have received an executed copy of each assumed the liabilities and obligations of the documents required Members under the Guaranties but only insofar as, and to be delivered to it the extent of, the underlying liabilities and obligations of Seller assumed by Buyer pursuant to Section 2.10(b)this Agreement. (f) The transactions contemplated Seller shall have received from the ultimate parent of Buyer a guaranty of the obligations of Seller to be assumed by the BNP Purchase Agreement shall be simultaneously consummated.Buyer set forth in Schedule -------- 10.03(f). --------

Conditions to Obligation of Seller. The obligation of the Seller Group to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both the Seller Group in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in this Agreement shall have been true and correct at and as of the date hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Buyer shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing, of each of the following conditions:. (ac) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx Group shall have received a certificate dated the Closing Date signed on behalf of Purchaser Buyer by an officer the Chief Executive Officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a8.3(a) and 8.3(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or No Action shall be consummated simultaneously with the satisfaction pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occuri) or waiver prevent consummation of any of the other conditions set forth transactions contemplated by this Agreement and the Ancillary Agreements or (ii) cause any of the transactions contemplated by this Agreement and the Ancillary Agreements to be rescinded following consummation. No such Order shall be in this Article IXeffect. (e) Seller Buyer shall have received an executed copy of each of delivered to the Seller Group all agreements and other documents required to be delivered by Buyer to it the Seller Group pursuant to Section 2.10(b)3.3 of this Agreement. (f) The Seller Group shall have received a certificate of the Secretary of Buyer dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of Buyer in connection with the transactions contemplated by this Agreement and the BNP Purchase Ancillary Agreements, 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 shall be simultaneously consummatedand the Ancillary Agreements; and (B) to the incumbency and specimen signature of each officer of Buyer executing this Agreement and the Ancillary Agreements to which it is a party, and a certification by another officer of Buyer as to the incumbency and signature of the Secretary of Buyer.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Acquisition is subject to the fulfillment satisfaction (or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each in its sole discretion) of the following further conditions: (a) Each representation and warranty of the representations and warranties of Purchaser Buyer contained in this Agreement (i) shall have been true and correct in all respects (in the case of representations and warranties qualified by materiality) or in all material respects (in the case of representations and warranties not qualified by materiality) as of the date of this Agreement and (ii) shall be true and correct in all respects (without regard to any qualification as to in the case of representations and warranties qualified by materiality) or in all material respects (in the case of representations and warranties not qualified by materiality) as of the Closing (other than such Date with the same force and effect as if made on the Closing Date, except for those representations and warranties as are made which address matters only as of another date, an earlier date (which representations shall be have been true and correct in all respects (in the case of representations and warranties qualified by materiality) or in all material respects (in the case of representations and warranties not qualified by materiality) as of such particular date), except where ) and Seller shall have received a certificate dated the failure Closing Date signed on behalf of Buyer to such representations effect. (b) Buyer 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 materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in required by this Agreement to be performed or complied with by Buyer at or performed by Purchaser on or before prior to the Closing shall have been complied with or performed in all material respects. Date, and Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser Buyer by an authorized officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedsuch effect. (c) No Law Proceeding shall be pending or Judgment threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would (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 by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. No such Order shall be in effect. (d) The Merger Transaction Xxxxxx Consent (including the Releases) shall have been consummated in accordance with obtained and the Merger Agreement or same shall be consummated simultaneously with in form reasonably satisfactory to Seller and the satisfaction (other than those conditions that, Loan Assumption Agreements shall be fully executed and delivered by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXall parties thereto. (e) Seller shall have received an executed copy of each Delivery by Buyer of the documents required to be delivered to it pursuant to balance of the Purchase Price in accordance with the provisions of Section 2.10(b)2.4(b) above. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained set forth in this Agreement Section 5 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date; (ii) the Buying Parties shall have performed and complied in all material respects with all of their covenants hereunder that are to be performed prior to Closing; (iii) no 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 wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buying Parties shall have received all other than such representations authorizations, consents, and warranties as are made approvals of governments and governmental agencies referred to in Section 5(c) above; (v) the Buying Parties shall have delivered to Seller a VitalStream Disclosure Schedule dated as of another date, which the Closing Date and such VitalStream Disclosure Schedule shall be true and correct as not contain any disclosures not included in the VitalStream Disclosure Schedule delivered on the date of this Agreement except such date), except where disclosures related to Events occurring after the failure of such representations and warranties to be so true and correct would notEffective Date as, individually or in the aggregate, would not be reasonably be expected likely to materially delay or prevent represent a Holdings Material Adverse Effect; (vi) 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 Purchaser on or before the Closing applicable Buying Parties shall have been complied with executed and delivered, or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser be prepared to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.deliver at Closing, (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (iiA) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Escrow Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received., (cB) 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.Employment Agreements (dC) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver Assignment and Assumption of the other conditions set forth in this Article IX.Acquired Contracts attached hereto as Exhibit G. (evii) Seller shall have received an executed copy of each determined to its satisfaction that the closing of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by this Agreement and distribution by Seller to its shareholders of the BNP Purchase Agreement Shares shall be simultaneously consummatednot result in a taxable event to either Seller or its shareholders under the applicable provisions of the Code. Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the Transactions shall be Closing are subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at satisfaction on or prior to the Closing, Closing Date of each of the following conditions: (ai) Each Buyer shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date; (ii) the representations and warranties of Purchaser Buyer contained in this Agreement shall be true true, complete and correct (without regard to any qualification as to materiality) accurate in all material respects at and as of the Closing Date, as if made at and as of the Closing Date (except that representations and warranties made as of a specific date (other than the date of this Agreement) shall continue to be true and correct in all material respects as of such specific date) except for any breach of any such representations and warranties as are made as of another datewhich, which shall be true and correct as of such date), except where the failure when combined with all other breaches of such representations and warranties warranties, would not be materially adverse 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx (iii) Seller shall have received a certificate signed on behalf of Purchaser by an a duly authorized senior officer of Purchaser Buyer to the foregoing effect and to the effect that that, to such senior officer's knowledge, the conditions set forth specified in this Section 9.02(a) 8.02 have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision All Required Governmental Approvals and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser Essential Consents shall have been approved by obtained without the European Commission imposition of any conditions that are or would become applicable to Seller (or any of its Affiliates) after the Closing that Seller in good faith determines would be materially burdensome upon Seller (or any of its Affiliates) or the businesses of Seller taken as a whole and Buyer substantially as such businesses have been conducted prior to the purchaser Closing Date or as said businesses, as of the Purchased Assets date hereof, would reasonably be expected to be conducted after the Closing Date. All such Required Governmental Approvals and Assumed Liabilities Essential Consents shall be in accordance therewith; effect. All conditions and requirements prescribed by any Required Governmental Approval and Essential Consent (iiior any such other consent) all other Merger Clearances to be satisfied on or prior to the Closing Date shall have been received; satisfied allowing all such Required Governmental Approvals and Essential Consents (ivand all such other consents) approval of this Agreementto be effective and enforceable, and to remain effective and enforceable against the Transactions Persons giving such Required Governmental Approvals and Purchaser as Essential Consents (and such other consents) assuming continued compliance with the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedterms thereof. (c) The transactions contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No Law or Judgment (whether temporarytemporary restraining order, preliminary or permanentpermanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange 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 actions or proceedings (i) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains (or determinations by any Governmental Authority) challenging or in effect and that prohibits, enjoins, any manner seeking to restrict or makes illegal prohibit the transactions contemplated hereby or the consummation of the TransactionsClosing, (ii) or by any Governmental (or determinations by any Governmental Authority) or by any other person or to impose conditions that Seller reasonably determines would be materially burdensome upon Seller (or any of its Affiliates) or the businesses of Seller substantially as such businesses have been conducted prior to the Closing Date or as said businesses, as of the date hereof, could be reasonably expected to be conducted after the Closing Date. (d) The Merger Transaction Seller shall have been consummated received an opinion of counsel from Xxxxxx, Xxxx & Xxxxxxxx LLP in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were form and substance reasonably satisfactory to occur) or waiver of the other conditions set forth in this Article IXSeller. (e) Seller shall have received an executed copy obtained the approval of each of the documents its stockholders required to be delivered to it pursuant to Section 2.10(b)obtained by Seller by virtue of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby under its Certificate of Incorporation, its Bylaws or Applicable Law. (f) The transactions contemplated Seller shall have been released of all obligations as guarantor of that certain Lease pertaining to the real property located at 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx, occupied by the BNP Purchase Agreement Entertainment Companies on the date hereof. (g) Seller and its Affiliates shall be simultaneously consummatedhave been released from all obligations thereof in connection with the Existing Orion Credit Facility.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate sell the Transactions shall be Acquired Assets and assign the Assumed Liabilities at the Closing are subject to the fulfillment or written waiver satisfaction of each of the following conditions, unless explicitly waived in writing by both Seller: (a) Purchaser shall have performed and satisfied each of Seller its obligations hereunder required to be performed and Xxxxxx, satisfied by it at or prior to the Closing, of each of the following conditions:. (ab) Each of the representations and warranties of Purchaser 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 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 in the aggregate, reasonably be expected to materially delay or prevent the consummation at and 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Date. (c) Seller and Xxxxxx shall have received a certificate signed on behalf by a duly authorized officer or representative of Purchaser by an officer certifying the satisfaction of Purchaser to the effect that the conditions set forth in this Section 9.02(aSECTIONS 6.3(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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 Transactions6.3(b). (d) The Merger Transaction shall have been consummated in accordance with No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any Governmental Authority preventing any transfer contemplated hereby or the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until consummation of the Closing, but would or imposing damages in respect thereto, shall be satisfied if the Closing were to occurin effect, and there shall be no pending or threatened actions or Proceedings by any Governmental Authority (or determinations by any Governmental Authority) or waiver 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 conditions set forth in this Article IXtransactions contemplated hereby. (e) Seller shall have received an executed copy of each a counterpart of the documents required to be delivered to it pursuant to Section 2.10(b)Transition Services Agreement, duly executed by Purchaser. (f) The Seller shall have received a counterpart of the Agent Agreement, duly executed by Purchaser. (g) Seller shall have received a counterpart of the Assignment and Assumption Agreement, duly executed by Purchaser. (h) Purchaser shall have tendered payment of the amounts described in ARTICLE II required to be tendered to Seller at the Closing in accordance with ARTICLE II. (i) Seller shall have received all other documents, instruments and certificates in connection with the transactions contemplated by the BNP Purchase this Agreement shall be simultaneously consummatedas Seller may reasonably request in form and substance reasonably satisfactory to Seller and its counsel.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written waiver the waiver, to the extent permitted by both of Seller and Xxxxxxapplicable Law, by Seller) at or prior to the Closing, of each Closing of the following conditions: (a) Each No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the transactions contemplated hereby or by the Additional Agreements shall have been issued and remain in effect (Seller agreeing to use its Commercially Reasonable Efforts to have any such injunction, order or decree lifted), and no applicable Law shall be in effect which prohibits the consummation of the transactions contemplated hereby or thereby; (b) Seller shall have obtained each and every one of the Seller's Required Regulatory Approvals set forth on Schedule 7.2(b), which shall be final and non-appealable, and Seller shall have received evidence thereof, in form and substance reasonably satisfactory to Seller; and all conditions to the effectiveness thereof prescribed therein or otherwise by Law shall have been satisfied or waived, it being understood that the imposition by any Governmental Authority of any such condition to the grant or issuance of any such consent or approval requiring any action or omission by Seller shall not affect Seller's obligation to consummate the transactions contemplated hereby or by the Additional Agreements unless such condition is, individually or in the aggregate, reasonably expected to have a Regulatory Material Adverse Effect on Seller; (c) Buyer shall have obtained each and every one of the Buyer's Required Regulatory Approvals set forth in Schedule 7.1(b), which shall be final and non-appealable, and which shall not include any condition requiring any action or omission by Seller which condition is, individually or in the aggregate, reasonably expected to have a Regulatory Material Adverse Effect on Seller; and Seller shall have received evidence thereof; (d) Buyer shall have in all material respects performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer at or prior to the Closing; (e) The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall be true and correct (without regard to any qualification as to materiality) though made at and as of the Closing Date (other than such representations and warranties as that are made as of another date, a specific date which shall be have been true and correct as of such date), except where ; provided that this condition shall be deemed satisfied unless the failure of such representations and warranties (and with respect to those qualified by materiality without consideration of such qualifiers) to be so true and correct would notis, 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. a Material Adverse Effect; (f) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by from an authorized officer of Purchaser Buyer, dated the Closing Date, to the effect that that, to such officer's knowledge, the conditions set forth in this Section 9.02(aSections 7.2(d) and (e) have been satisfied.satisfied by Buyer; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (eg) Seller shall have received an executed copy opinion from one or more of each Buyer's counsel, which counsel shall be reasonably acceptable to Seller, dated the Closing Date, in form and substance reasonably satisfactory to Seller and its counsel; (h) The Disconnection Plan and Customer cutover as set forth in Section 6.14 shall have been satisfactorily completed in the reasonable judgment of Seller; and (i) The Remediation Cost is reasonably likely to exceed the documents required to be delivered to it pursuant to Section 2.10(bCap by Five Million Dollars ($5,000,000). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller the Sellers to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each of (i) the Buyer Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date, and (ii) the representations and warranties of Purchaser contained Buyer set forth in Article 4 (other than those that are subject to clause (i)) shall be true and correct in all respects (ignoring and disregarding all materiality and Material Adverse Effect qualifications set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date, except where such inaccuracy of a representation or warranty (individually or when aggregated with other such inaccuracies of representations or warranties) would not reasonably be expected to have a Material Adverse Effect; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (without regard to any qualification in the manner set forth in clause (i) or (ii), as to materialityapplicable) 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 date), except where the failure of such representations and warranties to be so true and correct would not, individually date 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 Purchaser on or before the Closing period; (b) Buyer shall have been complied with or performed in all material respects. Seller , and Xxxxxx shall have received a certificate signed complied in all material respects with, all covenants and agreements required by this Agreement to be performed and complied with by them prior to or on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing Date; (c) No Law or Judgment (whether temporary, preliminary or permanent) Buyer 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 delivered to Sellers each of the Transactions.Ancillary Agreements to which Buyer is a party; and (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Parent Seller shall have received an executed copy all documents it may have reasonably requested relating to the existence of each Buyer and the authority of Buyer for this Agreement and the documents required Ancillary Agreements, all in form and substance reasonably satisfactory to be delivered to it pursuant to Section 2.10(b)Parent Seller. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both of Seller Seller, in writing and Xxxxxx, at or prior to the Closing, of each in Seller’s sole discretion) of the following conditions: (a) Each of the The representations and warranties of Purchaser contained Buyer set forth in Article V of this Agreement shall be true and correct (without regard to any qualification in all respects as to materiality) of the date of this Agreement and as of the Closing Date (other than such except those representations and warranties as are made that address matters only as of another a specified date, the accuracy of which shall be true and correct determined as of such datethat specified date in all respects), except where the failure of such representations and warranties to be so true and correct would not, individually not have a not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have performed or complied in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance all material respects with the terms hereof. The all obligations and covenants and agreements contained in required by this Agreement to be performed or complied with or performed by Purchaser Buyer on or before prior to the Closing shall have been complied with or performed in all material respects. Date. (c) Seller and Xxxxxx shall have received a certificate signed on behalf dated as of Purchaser the Closing Date by an authorized officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(aSections 8.2(a) and 8.2(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction shall have been consummated in accordance with No temporary restraining order, preliminary or permanent injunction or other Order preventing the Merger consummation of the transactions contemplated by this Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions thatin effect, and there shall be no proceeding brought by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver any Governmental Entity pending before any court of the other conditions set forth in this Article IXcompetent jurisdiction seeking such an Order. (e) Seller The Bankruptcy Court shall have received an executed copy of each entered the Approval Order in accordance with Section 6.6(a), and the Approval Order shall be unstayed and in full force and effect as of the documents required to be delivered to it pursuant to Section 2.10(b)Closing Date. (f) The transactions contemplated Buyer has made or is prepared to immediately make all of the deliveries required by the BNP Purchase Agreement shall be simultaneously consummatedSections 3.2(a) and 3.2(c).

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Purchaser contained and Acquisition Sub set forth in this Agreement Section 6 shall be true and correct (without regard to any qualification as to materiality) in 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 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.Date; (b) (i) The FTC Purchaser and Acquisition Sub shall have accepted for public comment performed and complied with all 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 transactions contemplated by this Agreement Containing Consent nor shall any such Order that includes be in effect; (d) Purchaser and Acquisition Sub shall have delivered to Seller a proposed Decision certificate, dated as of the Closing Date certifying as to the incumbency and Order genuineness of the signature of each officer of Purchaser and Acquisition Sub executing this Agreement or any of the other documents contemplated hereby and certifying as to the matters described in connection with clauses (a) and (b) above; (e) Acquisition Sub shall have delivered to Seller a Bill xx Sale, Assignment and Assumption Agreement substantially in the Merger Transaction thatform of Exhibit B hereto; (f) Seller shall have received from counsel to Purchaser opinions substantially in the form of Exhibit E hereto, if issued addressed to Seller, and dated as a final order, would require Seller and Xxxxxx to divest of the Triage Business to Purchaser, as an FTC-approved acquirer; Closing Date; (iig) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser transactions contemplated hereby shall have been approved by the European Commission as the purchaser requisite vote of the Purchased Assets and Assumed Liabilities in accordance therewithstockholders of HomeSpace, Inc. at its meeting to be held on July 30, 2000 (or any adjournment thereof); and (iiih) all other Merger Clearances The Escrow Agreement shall have been received; (iv) approval of this Agreement, executed and delivered by all the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedparties thereto. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of the Seller to consummate the Transactions shall be transactions in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Purchaser contained set forth 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 Article 5 above shall be true and correct as of such date), the date of this Agreement (except where to the failure of extent such representations and warranties to be so true speak as of another date) and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation at and 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 Purchaser on or before the Closing Closing; (b) Buyer shall have been performed and complied with or performed with, in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf , all of Purchaser by an officer of Purchaser its covenants hereunder that are to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx be performed prior to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law no action, suit, or Judgment proceeding shall be pending or threatened before any court or Governmental Authority or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of the transactions contemplated hereby, (B) cause the transactions contemplated hereby to be rescinded following their consummation, or (C) affect adversely the right of Buyer to own the Transferred Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree, ruling or other legal restraint or prohibition (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains which is then in effect and that prohibitshas the effect of making consummation of the transactions contemplated hereby illegal or prohibiting consummation of said transactions; (d) the Asset Purchase Agreement between Seller and Buyer with respect to the sale of DJR Suburban Square, enjoinsInc. and DJR King of Prussia, Inc. shall have closed or makes illegal shall close simultaneously with this Agreement; (e) all actions to be taken by Buyer in connection with the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (transactions contemplated hereby and all certificates, instruments of assumption, instruments and other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to effect the transactions will be delivered reasonably satisfactory in form and substance to it pursuant to Seller, including delivery of all items enumerated in Section 2.10(b).3.3; (f) The the unanimous consent of Seller’s members, satisfactory to the Seller in the Seller’s sole discretion, approving this Agreement and authorizing the transactions contemplated by herein shall have been obtained. (g) receipt of the BNP Purchase Agreement shall be simultaneously consummatedNecessary Consents. (h) Receipt of the release of the personal guaranty of the Members under the Real Property Lease relating to the premises where the Business is conducted. (i) Receipt of evidence that the Amendment has been filed with the Secretary of State of Nevada. Seller may waive any condition specified in this section if it executes a written waiver to that effect at or prior to the Closing.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the Transactions shall be Closing are subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at satisfaction on or prior to the Closing, Closing Date of each of the following conditions: (ai) Each Buyer shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date; (ii) the representations and warranties of Purchaser Buyer contained in this Agreement shall be true true, complete and correct (without regard to any qualification as to materiality) accurate in all material respects at and as of the Closing Date, as if made at and as of the Closing Date (except for representations and warranties made as of a specific date (other than the date of this Agreement) shall continue to be true and correct in all material respects as of such specific date) except for any breach of any such representations and warranties as are made as of another datewhich, which shall be true and correct as of such date), except where the failure when combined with all other breaches of such representations and warranties warranties, would not be materially adverse 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx (iii) Seller shall have received a certificate signed on behalf of Purchaser by an a duly authorized senior officer of Purchaser Buyer to the foregoing effect and to the effect that that, to such senior officer's knowledge, the conditions set forth specified in this Section 9.02(a) 8.02 have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision All Required Governmental Approvals and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser Essential Consents shall have been approved by obtained without the European Commission imposition of any conditions that are or would become applicable to Seller (or any of its Affiliates) after the Closing that Seller in good faith determines would be materially burdensome upon Seller (or any of its Affiliates) or the businesses of Seller taken as a whole and Buyer substantially as such businesses have been conducted prior to the purchaser Closing Date or as said businesses, as of the Purchased Assets date hereof, would be reasonably expected to be conducted after the Closing Date. All such Required Governmental Approvals and Assumed Liabilities Essential Consents shall be in accordance therewith; effect. All conditions and requirements prescribed by any Required Governmental Approval and Essential Consent (iiior any such other consent) all other Merger Clearances to be satisfied on or prior to the Closing Date shall have been received; satisfied allowing all such Required Governmental Approvals and Essential Consents (ivand all such other consents) approval of this Agreementto be effective and enforceable, and to remain effective and enforceable against the Transactions Persons giving such Required Governmental Approvals and Purchaser as Essential Consents (and such other consents) assuming continued compliance with the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedterms thereof. (c) The transactions contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No Law or Judgment (whether temporarytemporary restraining order, preliminary or permanentpermanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange 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 actions or proceedings (i) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains (or determinations by any Governmental Authority) challenging or in effect and that prohibits, enjoins, any manner seeking to restrict or makes illegal prohibit the transactions contemplated hereby or the consummation of the TransactionsClosing, (ii) or by any Governmental (or determinations by any Governmental Authority) or by any other person or to impose conditions that Seller reasonably determines would be materially burdensome upon Seller (or any of its Affiliates) or the businesses of Seller substantially as such businesses have been conducted prior to the Closing Date or as said businesses, as of the date hereof, could be reasonably expected to be conducted after the Closing Date. (d) The Merger Transaction Seller shall have been consummated received an opinion of counsel from Gibsxx, Xxnn & Xrutxxxx XXX in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were form and substance reasonably satisfactory to occur) or waiver of the other conditions set forth in this Article IXSeller. (e) Seller shall have received an executed copy obtained the approval of each of the documents its stockholders required to be delivered to it pursuant to Section 2.10(b)obtained by Seller by virtue of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby under its Certificate of Incorporation, its Bylaws or Applicable Law. (f) The transactions contemplated Seller shall have been released of all obligations as guarantor of that certain Lease pertaining to the real property located at 1888 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx, xxcupied by the BNP Purchase Agreement Entertainment Companies on the date hereof. (g) Seller and its Affiliates shall be simultaneously consummatedhave been released from all obligations thereof in connection with the Existing Orion Credit Facility.

Conditions to Obligation of Seller. The obligation of Seller Fibreboard 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained set forth in this Agreement Section 5 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date; (other than such representations ii) Buyer 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 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 Purchaser all of its covenants hereunder in all material respects through the Closing; (iii) all consents and approvals of third parties including the Forest Service and all other governmental agencies required on or before the Closing in connection with the change in ownership of the Acquired Shares from Fibreboard to Buyer and listed on APPENDIX 5 shall have been complied obtained or the Buyer and the Acquired Corporations shall have waived their rights to indemnification pursuant to Section 10.2 of this Purchase Agreement with regard to those agreements for which such consents and approvals were not obtained; (iv) no action, suit or performed proceeding shall be overtly threatened or pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction or charge could reasonably be expected to (A) prevent consummation of any of the transactions contemplated by this Purchase Agreement or (B) cause any of the transactions contemplated by this Purchase Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect); (v) Buyer shall have delivered to Fibreboard a certificate on and dated as of the Closing Date to the effect that each of the conditions specified above in Sections 7.2(i)-(iii) is satisfied in all material respects. Seller ; (vi) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vii) Fibreboard shall have received a certificate signed on behalf from counsel to Buyer an opinion addressed to Fibreboard and dated as of Purchaser by an officer the Closing Date in the form attached as EXHIBIT F; (viii) Buyer shall have extended offers of Purchaser continued employment to the effect that persons identified in EXHIBIT G attached hereto in accordance with, at a minimum, the conditions terms set forth in this Section 9.02(a) have been satisfied.such EXHIBIT G; and (bix) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order all actions to be taken by Buyer in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction form and substance to Fibreboard. Fibreboard may waive any condition specified in this Section 7.2 (other than those conditions that, by their nature, cannot be satisfied until Section 7.2(vi)) if Fibreboard executes and delivers to Buyer a writing so stating at or prior to the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall transactions to be performed by them in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each all of the representations and warranties of Purchaser contained set forth in this Agreement Article III above shall be true and correct (without regard to any qualification as to materiality) in 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 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer in the form of Purchaser EXHIBIT H hereto to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.effect; (b) (i) The FTC Seller shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 procured all necessary governmental consents and Purchaser shall have been approved by obtained a valid effectiveness order from the European Securities and Exchange Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) obtained any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.state securities law approvals; (c) No Law or Judgment (whether temporary, preliminary or permanent) Purchaser shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains performed and complied with all of its covenants hereunder in effect and that prohibits, enjoins, or makes illegal all material respects through the consummation of the Transactions.Closing; (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement no action, suit, or proceeding shall be consummated simultaneously with the satisfaction pending before any 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 (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occuri) or waiver prevent consummation of any of the other conditions set forth transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in this Article IX.effect); (e) Purchaser shall deliver to Seller, a Certificate of the Secretary of Purchaser dated as of Closing and certifying the resolutions of the board of directors approving the Acquisition and all transactions contemplated by this Agreement; (f) Purchaser shall have delivered to Seller the Non-Compete Agreement by and between Purchaser and Seller, substantially in the form attached hereto as EXHIBIT D; (g) Purchaser shall have delivered to Seller the Non-Solicitation Agreement by and between Purchaser and Seller, substantially in the form attached hereto as EXHIBIT C; (h) Seller shall have received an executed copy opinion from Purchaser's counsel substantially in the form of each EXHIBIT I attached hereto. (i) the shelf registration statement of Purchaser with respect to the resale by Seller of the Purchaser Shares shall continue to be effective under the Securities Act with no stop order pending or threatened; (j) all actions to be taken by Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be delivered satisfactory in form and substance to it pursuant to Section 2.10(b).Seller; and (fk) The transactions contemplated by there shall have been no event which could reasonably have a material adverse effect on the BNP Purchase Agreement shall be simultaneously consummatedfinancial condition of Purchaser from the date hereof until the Closing Date. Seller may waive any condition specified in this Section 5.2 only if it executes a writing so stating, at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions shall be transactions contemplated hereby is also subject to the fulfillment or written waiver by both of Seller and XxxxxxSeller, at or prior to the PR Closing, of each of the following conditions: (a) Each of the The representations and warranties of Purchaser contained set forth in this Agreement Section 5.2(a), Section 5.2(b) and Section 5.2(g) shall be true and correct in all respects (without regard to except for any qualification as to materiality) de minimis breach), in 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). All other representations and warranties of Purchaser set forth in Section 5.2 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 5.02(a) of the SPA and Section 9.2(a) of the USVI Purchase Agreement to be so true and correct as of the PR Closing) has not had, and would not reasonably be expected to materially delay or prevent have, a material adverse effect on Purchaser’s ability to satisfy its obligations hereunder and to consummate the consummation transactions contemplated hereby (disregarding for purposes of this clause (2) any qualification in the text of the Transactions contemplated hereby relevant representation or warranty as to materiality or material adverse effect). (b) Purchaser shall have complied with or performed in accordance with the terms hereof. The covenants and agreements contained in this Agreement all material respects all obligations required to be complied with or performed by Purchaser 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) Seller and Xxxxxx shall have received a certificate signed dated as of the PR Closing Date and validly executed on behalf of Purchaser by an appropriate senior officer of Purchaser to the effect certifying that the conditions set forth specified in this Section 9.02(a8.2(a) and Section 8.2(b) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate sell the Transactions shall be Business Assets at the Closing is subject to the fulfillment or written waiver satisfaction of each of the following conditions unless expressly waived in writing by both of Seller Seller: (i) Buyer shall have performed and Xxxxxx, satisfied in all material respects its obligations hereunder required to be performed and satisfied by it at or prior to the Closing, of ; (ii) each of the following conditions: (a) Each of the representations and warranties of Purchaser Buyer 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) in all material respects at and as of the Closing Date; and (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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. iii) Seller and Xxxxxx shall have received a certificate signed on behalf by a duly authorized officer or representative of Purchaser by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing effect. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final No temporary restraining order, would require Seller preliminary or permanent injunction, cease and Xxxxxx to divest desist order or other order issued by any governmental authority or any other legal restraint or prohibition preventing any transfer contemplated hereby or the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser consummation of the Purchased Assets Closing, or imposing Damages in respect thereto, shall be in effect, and Assumed Liabilities there shall be no pending Proceeding by any governmental authority or by any other Person challenging or in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, any manner seeking to restrict or prohibit the Transactions and Purchaser as the purchaser sale of the Purchased Business Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon or the divestiture consummation of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedother transactions contemplated hereby. (c) No Law or Judgment (whether temporary, preliminary or permanent) Buyer 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 delivered a copy of the Transactionscertificate(s) for the Shares. (d) The Merger Transaction Seller shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction received (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occuri) or waiver an executed copy of the other conditions set forth in this Article IXEscrow Agreement from the Escrow Agent and Buyer, (ii) an executed copy of the Xxxx of Sale from Buyer and (iii) an executed copy of the Conversion Agreement from Parent. (e) Seller shall have received an executed copy of the Voting Agreement in the form attached as Exhibit D hereto from each of the documents required to be delivered to it pursuant to Section 2.10(b)parties thereto. (f) The Each of UBS, Bonds MX and Xxxxxx Xxxxx shall have waived and terminated, in form and substance acceptable to Seller, any and all rights to the contingent performance shares referenced in the transaction agreements previously entered into with respect to the sale and purchase of Parent’s Series B Preferred Convertible Stock, par value $0.0001 per share, and/or Parent’s Series B-1 Preferred Convertible Stock, par value $0.0001 per share, and such parties shall have also waived any restrictions on the issuance by Parent of any securities with anti-dilution price protection in connection with the transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummatedthis Agreement.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the Transactions shall be Closing are subject to the fulfillment satisfaction, or written waiver by both of Seller and XxxxxxSeller, at or prior to the Closing, of each of the following conditions: (a) Each Buyer and Buyer Parent shall have performed in all material respects all of its obligations hereunder required to be performed by them at or prior to the Closing Date. (b) The representations and warranties of Purchaser Buyer and Buyer Parent contained in this Agreement Article IV (other than the Buyer Fundamental Representations) shall be true and correct (without regard to any qualification at and as to materiality) of the Effective Date and as of the Closing Date, as if made on and as of the Closing Date (other than such representations and warranties as are any representation or warranty expressly made as of another date, which representation or warranty shall be have been true and correct as of such date), disregarding the phrases “material,” “materially,” “in all material respects” or similar phrases and any qualifications as to a Buyer Material Adverse Effect, except where to the extent that any failure of such representations and warranties to be so true and correct would notwarranties, individually or in the aggregate, reasonably to be expected to materially delay or prevent so true and correct has not had a Buyer Material Adverse Effect; provided that, notwithstanding the consummation foregoing, each of the Transactions contemplated hereby in accordance with the terms hereof. The covenants representations and agreements warranties of Buyer and Buyer Parent contained in this Agreement Section 4.01, Section 4.02, Section 4.03 and Section 4.04(i) (collectively, the “Buyer Fundamental Representations”) shall be true and correct, other than as to be complied with or performed by Purchaser on or before de minimis inaccuracies, as of the Effective Date and as of the Closing Date, as if made on and as of the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been complied with or performed in all material respects. true and correct as of such date). (c) Seller and Xxxxxx shall have received a certificate signed by an authorized officer of Buyer and an authorized officer of Buyer Parent on behalf of Purchaser by an officer of Purchaser Buyer and Buyer Parent, respectively, to the effect that the conditions set forth in this the foregoing Section 9.02(a7.03(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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 TransactionsSection 7.03(b). (d) The Merger Transaction Buyer (or its Affiliates, as applicable) shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be and delivered to it pursuant to Section 2.10(b)Seller the Ancillary Agreements. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each in its sole discretion) of the following conditions: (a) Each of the The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall have been true and correct at and as of the date hereof and shall be true and correct (without regard to any qualification as to materiality) at and as of the Closing Date as if made at and as of the Closing Date, and the representations and warranties that are not so qualified (other than considered collectively and individually) shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties as are made as of another refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct as of such earlier date). (b) Buyer shall have performed or complied, except where the failure of such representations 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 materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in required by this Agreement to be performed or complied with by Buyer at or performed by Purchaser on or before prior to the Closing shall have been complied with or performed in all material respects. Closing. (c) Seller and Xxxxxx shall have received a certificate dated the Closing Date signed on behalf of Purchaser Buyer by an officer the President of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a8.2(a) and 8.2(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction No Action shall be pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would prevent consummation of any of the transactions contemplated by this Agreement or the Ancillary Agreements and no Law shall have been consummated in accordance with the Merger Agreement enacted or shall be consummated simultaneously with deemed applicable to the satisfaction (other than those conditions thattransactions contemplated by this Agreement or the Ancillary Agreements, by their natureand no Order shall be in effect, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXwhich has such an effect. (e) Seller The shares of Neptune Common Stock issuable as the Stock Consideration shall have received an executed copy been approved for listing on the NNM, subject to notice of each of the documents required to be delivered to it pursuant to Section 2.10(b)issuance. (f) The transactions contemplated Required Seller Vote shall have been obtained. (g) Buyer shall have delivered to Seller all agreements and other documents required to be delivered by the BNP Purchase Agreement shall be simultaneously consummatedBuyer to Seller pursuant to Section 3.3.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained set forth in this Agreement Section 3 above shall be true and correct (without regard to any qualification as to materiality) at and as of the Closing Date; (other than such representations ii) Buyer shall have performed and warranties as are made as complied with all of another dateits covenants hereunder through the Closing; (iii) there shall not be any injunction, which shall be true and correct as of such date)judgment, except where the failure of such representations and warranties to be so true and correct would notorder, individually decree, or ruling in the aggregate, reasonably be expected to materially delay or prevent the effect preventing consummation of any 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 Purchaser on or before the Closing Agreement; (iv) Buyer shall have been complied with or performed in all material respects. delivered to Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in this Section 9.02(a4(b)(i)-(iii) have been satisfied.is satisfied in all respects; (bv) (i) The FTC Buyer shall have accepted received all necessary authorizations, consents, and approvals of Governmental Authorities, if any; (vi) Buyer shall have closed on the financing necessary for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order the contemplated transaction; (vii) all actions to be taken by Buyer in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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 all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller; (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (eviii) Seller shall have received an executed copy of each of obtained the documents required landlord's consent to be delivered to it pursuant to Section 2.10(b).the sublease for the Allex Xxxd facility in Peoria, Illinois; (fix) The transactions Seller and Buyer shall have executed and delivered contemporaneously herewith (1) the promissory notes attached as Exhibit 1 and Exhibit 3 and the security agreement and financing statements contemplated by Exhibit 1; (2) the BNP Purchase Agreement shall be simultaneously consummatedWarrant; (3) the sublease for the premises occupied by Seller at the Allex Xxxd facility in Peoria, Illinois, in the form attached as Exhibit 4; and (4) the subleases with respect to equipment used in the Business and leased from General Electric Credit Corporation or Bank of Boston in the forms annexed as Exhibits 5 and 6.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both of Seller in its sole and Xxxxxx, at or prior to the Closing, of each absolute discretion) of the following conditionsconditions on or before the Closing Date: (a) Each of the representations and warranties of Purchaser contained set forth in this Agreement Article III hereof shall be true correct and correct (without regard to any qualification as to materiality) complete in all material respects at and as of the Closing (other than Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties as (other than representations and warranties that are made as of another datequalified by materiality, material adverse effect, or similar qualifications, which shall be true correct and complete in all respects), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been correct and complete on and as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or ; (b) Buyer shall have performed in the aggregate, reasonably be expected to materially delay or prevent the consummation all material respects all of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in required to be performed and complied with by it under this Agreement prior to the Closing; (c) no Proceeding shall be pending or threatened before any Governmental Body wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be complied rescinded following consummation; (d) Buyer shall have delivered to Seller a certificate from the Secretary of State of its jurisdiction of formation confirming that Buyer is in good standing; (e) all filings required pursuant to the HSR Act and any similar or related Law with or performed by Purchaser on or before respect to the Closing transactions contemplated herein shall have been complied with or performed in all material respects. Seller made and Xxxxxx any approvals required thereunder shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to been obtained or the effect that the conditions set forth in this Section 9.02(a) applicable waiting period required thereby shall have expired or have been satisfied.terminated; (bf) the transactions contemplated by the Primary Purchase Agreement have been consummated; and (g) Buyer shall have executed and delivered to Seller each and all of the following: (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; Xxxx of Sale; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 Assignment and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; Assumption Agreement; (iii) all other Merger Clearances shall have been received; the Intellectual Property Assignment Agreement; (iv) approval a bring down certificate of this Agreement, the Transactions an officer of Buyer in form and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Businesssubstance reasonably satisfactory to Seller; and and (v) any Consents of Governmental Authorities under applicable Competition Laws for such other documents or instruments as Seller may reasonably request to effect the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummatedhereby.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written satisfaction (or, to the extent permitted by Applicable Law, waiver by both Seller) of Seller and Xxxxxx, the following further conditions at or prior to the Closing, of each of the following conditions: (a) Each (i) The representations and warranties of the Buyer Parties contained in Section 4.07(a)(ii) shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date, (ii) the representations and warranties of Purchaser the Buyer Parties contained in this Agreement Section 4.01, Section 4.02, Section 4.04, Section 4.05(i), Section 4.23 and Section 4.25 (determined without regard to any qualification or exception contained therein relating to “material,” “materiality,” or “Buyer Material Adverse Effect” or any similar qualification or standard) shall be true and correct (without regard to any qualification as to materiality) in all material respects, at and as of the Closing Date as though made at and as of the Closing Date (other than such representations and warranties as are made that by their terms address matters only as of another datespecified time, which need be true and correct only in all material respects as of such time) and (iii) the other representations and warranties of the Buyer Parties contained in this Agreement (determined without regard to any qualification or exception contained therein relating to “material,” “materiality,” “Buyer Material Adverse Effect” or any similar qualification or standard) shall be true and correct at and as of such date), except where the failure Closing Date as though made at and as of the Closing Date (other than such representations and warranties to that by their terms address matters only as of another specified time, which need be so true and correct only as of such time), with only such exceptions as would not, individually or in the aggregate, have or 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 Purchaser on or before the Closing have an Buyer Material Adverse Effect. (b) Each Buyer Party shall have been complied with or performed in all material respects. respects all of its respective covenants and obligations hereunder required to be performed by it at or prior to the Closing Date. (c) Since the date of the Agreement, there shall not have occurred a Buyer Material Adverse Effect. (d) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser duly executed by an executive officer of Purchaser Buyer Parent certifying as to the effect that satisfaction of the conditions set forth in this Section 9.02(a8.03(a), Section 8.03(b) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b8.03(c). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both Seller in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in this Agreement shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. (b) Buyer 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 Buyer at or prior to the Closing, of each of the following conditions:. (ac) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate dated the Closing Date signed on behalf of Purchaser Buyer by an officer of Purchaser authorized to the effect that the conditions set forth in this Section 9.02(a6.03(a) and 6.03(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction No Action shall have been consummated in accordance with be pending or threatened before any court or other governmental authority or other person wherein an unfavorable order would (i) prevent consummation of any of the Merger transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. No such order shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IXeffect. (e) Seller Buyer shall have received an executed copy of each of the delivered to Seller all agreements and other documents required to be delivered by Buyer to it Seller pursuant to Section 2.10(b)3.02(b) of this Agreement. (f) The Buyer shall completed other contemplated transactions contemplated by previously disclosed to Seller and shall have completed all required filings with the BNP Purchase Agreement shall be simultaneously consummatedSecurities and Exchange Commission regarding such transactions.

Conditions to Obligation of Seller. The obligation of Seller 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 be waived in writing by both of Seller to the extent permitted by applicable law): (a) Purchaser shall have performed or complied in all material respects with all obligations and Xxxxxx, at 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 Purchaser contained in this Agreement shall be true and correct (without regard to any qualification in all material respects as to materiality) at the 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) Purchaser shall have executed and delivered to Seller the Investors Agreement; (d) the Company shall have entered into a Deed of Adherence with respect to the Investment Agreement as set forth on Exhibit B hereto (the “Deed of Adherence”); (e) Purchaser shall have executed and delivered to Holdings the amended and restated Investment Agreement substantially in the form attached hereto as Exhibit C; (f) there shall be no order, decree, or ruling by any federal, state, local, municipal, foreign or other government, or person, entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative or regulatory power or authority (each a “Governmental Authority”), nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be true and correct as of such date)pending, except where the failure of such representations and warranties or which seeks to be so true and correct would notrestrain, individually prevent or in the aggregate, reasonably be expected to materially delay or prevent restructure the consummation transactions contemplated hereby, or which otherwise questions the validity or legality 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.any such transactions; (bg) (i) The FTC there shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction thatbe no statute, if issued as a final orderrules, would require Seller and Xxxxxx to divest the Triage Business to Purchaserregulation, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgatedorder enacted, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, enforced or makes deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by this Agreement; and (h) (x) in the BNP Purchase Agreement event that Cabot Financial (Luxembourg) S.A. (the “Notes Issuer”) has solicited the consents (the “Solicitation”) of holders of its 10.375% Senior Secured Notes due 2019 (the “Notes”) to effect the Closing without the need for a Change of Control Offer (as defined in the indenture governing the Notes dated September 20, 2012 (the “Indenture”)) holders of at least a majority in aggregate principal amount of the Notes outstanding at the time of the Solicitation shall be simultaneously consummatedhave delivered their consents thereto, and (y) in the event that the Notes Issuer has made a Change of Control Offer (as defined in the Indenture) to holders of Notes, holders of no more than five percent of the then-outstanding aggregate principal amount of Notes shall have elected to have their Notes purchased pursuant to such Change of Control Offer.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at following conditions on or prior to the Closing, any of which may be waived by Seller: (i) The representations and warranties of each of the following conditions: Transferors set forth in Sections 4(b) (a) Each of excluding the representations and warranties of Purchaser contained in this Agreement with respect to good standing status), 4(c)(i), 4(d), 4(f)(A), 4(h)(iii)(A), 4(h)(iii)(B), 4(h)(iii)(C), 4(l)(i) and 4(m)(i) that are qualified by reference to materiality or a material adverse effect shall be true and correct (without regard to any qualification as to materiality) at and as of the Closing (Date, and all other than such representations and warranties as set forth in such sections that are made as of another date, which not so qualified shall be true and correct in all material respects at and as of such date)the Closing Date except, except where the failure of in each case, (i) for such representations and warranties to that are expressly made as of an earlier date, in which case such representations and warranties shall only be so true and correct would not, individually or on and as of such earlier date and (ii) as disclosed in the aggregateTransferor Disclosure Schedule; (ii) The Transferors shall have procured all of the consents specified in Section 6(b)(ii) of the Transferor Disclosure Schedule; provided, reasonably however, that if the Transferors are unable to procure a consent to the assignment of an Assigned Contract, but are able to provide Seller with all of the benefits under such Assigned Contract at no additional cost to Seller, then Seller shall waive this condition with respect to such Assigned Contract; (iii) There shall be expected to materially delay no statute, law, judgment, decree, injunction, rule or prevent the order of any Governmental Entity which prohibits, restricts or delays consummation of the Transactions transactions contemplated hereby in accordance with by this Agreement; (iv) Each of the terms hereof. The covenants and agreements contained in this Agreement Transferors shall have delivered to be complied with or performed by Purchaser on or before Seller a certificate, dated the Closing shall have been complied with or performed Date, in form and substance reasonably satisfactory to Seller, executed by an executive officer of each of the Transferors, respectively, to the effect that (A) each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects and (B) the representations and warranties set forth in Section 4(o) are true and correct in all material respects. Seller ; (v) All applicable waiting periods (and Xxxxxx any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been xxxxxxxxxx, xxx the Parties shall have received a certificate signed on behalf the FCC Approval and other authorizations, consents and approvals of Purchaser by an officer of Purchaser to the effect that the conditions other Governmental Entities set forth in this Section 9.02(a) have been satisfied.the Seller Disclosure Schedule and the Transferor Disclosure Schedule; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (evi) Seller shall have received from counsel to MCI, an executed copy of each opinion or opinions addressed to Seller and dated as of the documents required Closing Date in form and substance reasonably satisfactory to Seller; (vii) The Transferors shall have executed and delivered to Seller the Registration Rights Agreement; (viii) The Transferors shall have executed and delivered the Settlement Agreement and Mutual Release; (ix) The Transferors shall have caused to be executed and delivered to it pursuant to Section 2.10(b).Seller the Set Top Box Agreement; (fx) The transactions contemplated by Transferors shall have caused to be executed and delivered to Seller the BNP Purchase Agreement Retransmission Consent Agreement; (xi) The Transferors shall have caused to be executed and delivered to Seller the Components License Agreement; (xii) The Transferors shall have delivered to Seller a Special Warranty Deed in the form of Exhibit I annexed hereto, conveying the Gilbert Property to Seller; (xiii) The Xxxxxxxrors shall have satisfied their obligations contained in Section 5(f)(vi) hereof; and (xiv) The Transferors shall have executed and delivered to Seller the Contract Assignment and Assumption, and an instrument or instruments of transfer in form and substance reasonably satisfactory to Seller with respect to the transfer of the Earth Station Authorizations and the Intellectual Property set forth in Section 2(b)(vi), and the assignment of all Assigned Contracts, the MCI FCC License, the Earth Station Authorization and the Intellectual Property shall be simultaneously consummatedeffective as of the Closing Date. In the event that one or more of the preceding conditions to Seller's obligations to close have not been satisfied on or prior to the Closing Date, Seller may nonetheless proceed to close (without waiving such condition) and seek a purchase price adjustment from or pursue a cause of action for damages against the Transferors for the failure of the Transferors to satisfy such condition.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate sell the Transactions shall be Acquired Assets at the Closing are subject to the fulfillment or written waiver satisfaction of each of the following conditions, unless explicitly waived in writing by both Seller: (i) Purchaser shall have performed and satisfied in all material respects each of Seller its obligations hereunder required to be performed and Xxxxxx, satisfied by it at or prior to the Closing, of each of the following conditions:; (aii) Each each of the representations and warranties of Purchaser contained in this Agreement shall be herein was true and correct (without regard to any qualification in all material respects as to materiality) of the date hereof and is true and correct in all material respects at and as of the Closing Date; and (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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. iii) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an a duly authorized officer or representative of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing effect. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final No temporary restraining order, would require Seller preliminary or permanent injunction, cease and Xxxxxx to divest desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing any transfer contemplated hereby or the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser consummation of the Purchased Assets Closing, or imposing damages in respect thereto, shall be in effect, and Assumed Liabilities there shall be no pending or threatened actions or Proceedings by any Governmental Authority (or determinations by any Governmental Authority) challenging or in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, any manner seeking to restrict or prohibit the Transactions and Purchaser as the purchaser sale of the Purchased Acquired Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon or the divestiture consummation of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedother transactions contemplated hereby. (c) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have been promulgatedreceived a certificate from the Secretary or comparable official of each of Purchaser, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation dated as of the TransactionsClosing Date, attesting to the resolutions of Purchaser authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated to be executed, performed and delivered by Purchaser hereunder, and to the incumbency of the officer(s) executing this Agreement or any other agreement contemplated hereby on behalf of Purchaser. (d) The Merger Transaction Seller shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver received a counterpart of the other conditions set forth in this Article IXAssignment and Assumption Agreement, duly executed by Purchaser. (e) Seller shall have received an executed copy of each a counterpart of the documents required to be delivered to it pursuant to Section 2.10(b)Lease Agreement, duly executed by Purchaser. (f) The Seller shall have received a counterpart of the License Agreement, duly executed by Purchaser. (g) Purchaser shall have tendered payment of the amounts described in Section 2.2 to Seller. (h) Seller shall have received an opinion dated as of the Closing Date and addressed to Seller from Xxxxxxxxxx Xxxxxxxx LLP, legal counsel for Purchaser, substantially in the form attached hereto as Exhibit F. (i) Seller shall have received all other documents, instruments and certificates in connection with the transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummatedhereby as Seller may reasonably request in form and substance reasonably satisfactory to Seller and its counsel.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: a. The Bankruptcy Court shall have issued the Sale Approval Order authorizing and confirming each of the provisions of this Agreement and the transactions contemplated herein by July 9, 2002, and either (i) the Sale Approval Order shall be subject a Final Order or (ii) the stay of the Sale Approval Order under Rule 6004(g) of the Federal Rules of Bankruptcy Procedure shall have been ordered to be not applicable; b. Buyer shall have delivered a copy of the resolutions of its board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth herein. Such resolutions shall be certified by an authorized officer of Buyer and as being true and correct and in full force and effect as of the Closing Date; c. The representations and warranties set forth in Article 6 above shall be true and correct in all material respects at and as of the Closing Date; d. Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; e. No 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 wherein an 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 Buyer to own the Assets and to operate the Business; and f. Buyer shall have delivered to Seller a certificate to the fulfillment or written waiver effect that each of the conditions specified above in (9.2a through 9.2e) is satisfied in all respects. g. All actions to be taken by both Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller and Xxxxxx, may waive any condition specified in this Section 9.2 if it executes a writing so stating at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at following conditions on or prior to the Closing, any of which may be waived by Seller: (i) The representations and warranties of each of the following conditions: Transferors set forth in Sections 4(b) (a) Each of excluding the representations and warranties of Purchaser contained in this Agreement with respect to good standing status), 4(c)(i), 4(d), 4(f)(A), 4(h)(iii)(A), 4(h)(iii)(B), 4(h)(iii)(C), 4(l)(i) and 4(m)(i) that are qualified by reference to materiality or a material adverse effect shall be true and correct (without regard to any qualification as to materiality) at and as of the Closing (Date, and all other than such representations and warranties as set forth in such sections that are made as of another date, which not so qualified shall be true and correct in all material respects at and as of such date)the Closing Date except, except where the failure of in each case, (i) for such representations and warranties to that are expressly made as of an earlier date, in which case such representations and warranties shall only be so true and correct would not, individually or on and as of such earlier date and (ii) as disclosed in the aggregateTransferor Disclosure Schedule; (ii) The Transferors shall have procured all of the consents specified in Section 6(b)(ii) of the Transferor Disclosure Schedule; provided, reasonably however, that if the Transferors are unable to procure a consent to the assignment of an Assigned Contract, but are able to provide Seller with all of the benefits under such Assigned Contract at no additional cost to Seller, then Seller shall waive this condition with respect to such Assigned Contract; (iii) There shall be expected to materially delay no statute, law, judgment, decree, injunction, rule or prevent the order of any Governmental Entity which prohibits, restricts or delays consummation of the Transactions transactions contemplated hereby in accordance with by this Agreement; (iv) Each of the terms hereof. The covenants and agreements contained in this Agreement Transferors shall have delivered to be complied with or performed by Purchaser on or before Seller a certificate, dated the Closing shall have been complied with or performed Date, in form and substance reasonably satisfactory to Seller, executed by an executive officer of each of the Transferors, respectively, to the effect that (A) each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects and (B) the representations and warranties set forth in Section 4(o) are true and correct in all material respects. Seller ; (v) All applicable waiting periods (and Xxxxxx any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise beex xxxxxxxxxx, xxx the Parties shall have received a certificate signed on behalf the FCC Approval and other authorizations, consents and approvals of Purchaser by an officer of Purchaser to the effect that the conditions other Governmental Entities set forth in this Section 9.02(a) have been satisfied.the Seller Disclosure Schedule and the Transferor Disclosure Schedule; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (evi) Seller shall have received from counsel to MCI, an executed copy of each opinion or opinions addressed to Seller and dated as of the documents required Closing Date in form and substance reasonably satisfactory to Seller; (vii) The Transferors shall have executed and delivered to Seller the Registration Rights Agreement; (viii) The Transferors shall have executed and delivered the Settlement Agreement and Mutual Release; (ix) The Transferors shall have caused to be executed and delivered to it pursuant to Section 2.10(b).Seller the Set Top Box Agreement; (fx) The transactions contemplated by Transferors shall have caused to be executed and delivered to Seller the BNP Purchase Agreement Retransmission Consent Agreement; (xi) The Transferors shall have caused to be executed and delivered to Seller the Components License Agreement; (xii) The Transferors shall have delivered to Seller a Special Warranty Deed in the form of Exhibit I annexed hereto, conveying the Gilbert Property to Seller; (xiii) The Transferoxx xxxxl have satisfied their obligations contained in Section 5(f)(vi) hereof; and (xiv) The Transferors shall have executed and delivered to Seller the Contract Assignment and Assumption, and an instrument or instruments of transfer in form and substance reasonably satisfactory to Seller with respect to the transfer of the Earth Station Authorizations and the Intellectual Property set forth in Section 2(b)(vi), and the assignment of all Assigned Contracts, the MCI FCC License, the Earth Station Authorization and the Intellectual Property shall be simultaneously consummatedeffective as of the Closing Date. In the event that one or more of the preceding conditions to Seller's obligations to close have not been satisfied on or prior to the Closing Date, Seller may nonetheless proceed to close (without waiving such condition) and seek a purchase price adjustment from or pursue a cause of action for damages against the Transferors for the failure of the Transferors to satisfy such condition.

Conditions to Obligation of Seller. The obligation of the Seller to consummate the Transactions shall be transactions in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties of Purchaser contained set forth 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 Article 5 above shall be true and correct as of such date), the date of this Agreement (except where to the failure of extent such representations and warranties to be so true speak as of another date) and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation at and 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 Purchaser on or before the Closing Closing; (b) Buyer shall have been performed and complied with or performed with, in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf , all of Purchaser by an officer of Purchaser its covenants hereunder that are to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx be performed prior to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law no action, suit, or Judgment proceeding shall be pending or threatened before any court or Governmental Authority or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of the transactions contemplated hereby, (B) cause the transactions contemplated hereby to be rescinded following their consummation, or (C) affect adversely the right of Buyer to own the Transferred Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree, ruling or other legal restraint or prohibition (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains which is then in effect and that prohibitshas the effect of making consummation of the transactions contemplated hereby illegal or prohibiting consummation of said transactions; (d) the Asset Purchase Agreement between Seller and Buyer with respect to the sale of DJR King of Prussia Plaza, enjoinsInc. and DX Xxxxxxx Lake, LLC shall have closed or makes illegal shall close simultaneously with this Agreement; (e) all actions to be taken by Buyer in connection with the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (transactions contemplated hereby and all certificates, instruments of assumption, instruments and other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to effect the transactions will be delivered reasonably satisfactory in form and substance to it pursuant to Seller, including delivery of all items enumerated in Section 2.10(b).3.3; (f) The the unanimous consent of Seller’s members, satisfactory to the Seller in the Seller’s sole discretion, approving this Agreement and authorizing the transactions contemplated by herein shall have been obtained. (g) receipt of the BNP Purchase Agreement shall be simultaneously consummatedNecessary Consents. (h) Receipt of evidence that the Amendment has been filed with the Secretary of State of Nevada. Seller may waive any condition specified in this section if it executes a written waiver to that effect at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of the Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each Subject to the provisions of Section 6.6, (i) the representations and warranties of Purchaser contained the Buyer set forth in this Agreement Article IV (other than those that address matters as of a particular date) shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date (other than such without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein) and (ii) the representations and warranties as are made of the Buyer set forth in Article IV that address matters as of another date, which a particular date shall be true and correct as of such datedates (without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein), except where with such exceptions in the failure case of such all of the representations and warranties described in clauses (i) and (ii), taken together, as have not had and would not reasonably be expected to be so true and correct would nothave, individually or in the aggregate, reasonably be expected to materially delay or prevent a Material Adverse Effect; (b) the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants Buyer shall have performed and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed all of its covenants hereunder in all material respects. respects through the Closing; (c) the Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser the Buyer certifying as to the effect that the conditions matters set forth in this Section 9.02(a7.2(a) have been satisfied.and Section 7.2(b) above; (bd) there shall not be any judgment, order, decree, stipulation, injunction or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (ie) The FTC the Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes delivered to the Seller the Closing Purchase Price as contemplated by Section 2.7(b); (f) all applicable waiting periods (and any extensions thereof) under the HSR Act, if applicable, shall have expired or otherwise been terminated and the Parties shall have received all State PUC’s, FCC and other authorizations, consents and approvals of Governmental Entities referred to in Section 3.4 and Section 4.3; (g) the Seller shall have received a proposed Decision certificate of the Secretary or Assistant Secretary of the Buyer certifying the names and Order signatures of the officers of the Buyers authorized to sign this Agreement, and the other documents contemplated hereunder; and (h) all actions to be taken by the Buyer in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (transactions contemplated hereby and all certificates, opinions, instruments and other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to effect the transactions contemplated hereby will be delivered reasonable satisfactory in form and substance to it pursuant to Section 2.10(b). the Seller. Except for the conditions contained in paragraph (f) The transactions contemplated of this Section 7.2, the Seller may waive any condition specified in this Section 7.2 by a writing so stating delivered to the BNP Purchase Agreement shall be simultaneously consummatedBuyer at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following further conditions: (a) Each Buyer 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 Seller shall have received a certificate signed by a duly authorized officer of Buyer to the foregoing effect. (b) The representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct (without regard giving effect to any qualification limitation as to materiality) materiality or Material Adverse Effect set forth therein), in each case on and 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 date (except for any such representations and warranties that, by their terms, speak only as of a specific date or dates, in which shall case such representations and warranties need only to be true and correct on and as of such datespecified date or dates), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby result in accordance with the terms hereof. The covenants a Material Adverse Effect on Buyer, and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an a duly authorized officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedforegoing effect. (c) No Law Buyer shall have received all consents, authorizations or Judgment (whether temporaryapprovals from the governmental agencies referred to in Section 4.03, preliminary and no such consent, authorization or permanent) approval 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 Transactionsrevoked. (d) The Merger Transaction Buyer shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were executed and delivered to occur) or waiver Seller a counterpart of the other conditions set forth in this Article IXLicense Agreement. (e) Seller Buyer shall have received an executed copy of each and delivered to Seller a counterpart of the documents required to be delivered to it pursuant to Section 2.10(b)Transition Services Agreement. (f) The transactions contemplated by Each of High Pointe I Development Group, LLC and Crown Media International, LLC shall have executed and delivered to Seller a counterpart of the BNP Purchase Agreement shall be simultaneously consummatedSublease Consent.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to the fulfillment satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed or written waiver complied with by both of Seller and Xxxxxx, it at or prior to the Closing, of Closing Date; (ii) each of the following conditions: (a) Each of the representations and warranties of Purchaser Buyer contained in this Agreement shall be true and correct (without regard to any qualification as to determined for this purpose disregarding “material” or “materiality” qualifications) in all respects 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 specified date, which shall will 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 would notexceptions as, individually or in the aggregate, would not reasonably be expected to materially delay or prevent result in a material adverse effect on the consummation ability of Buyer to consummate the Contemplated Transactions by the Closing and perform its obligations hereunder and under the Ancillary Agreements that are contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Purchaser on or before executed and delivered at the Closing shall have been complied with or performed in all material respects. Closing; and (iii) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an a senior executive officer of Purchaser Buyer to the effect that of the conditions set forth in this Section 9.02(aforegoing clauses (i) have been satisfied.and (ii); (b) (i) The FTC the DOI shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with released Seller from all of its obligations under the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned Keepwell effective upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy a certificate signed by the secretary of Buyer attaching all documents Seller may reasonably request with respect to the authorization of each of Buyer and its Affiliates with respect to this Agreement and any Ancillary Agreements to be executed and delivered at the documents Closing to which it is a party, as applicable, all in form and substance reasonably satisfactory to Seller; (d) all authorizations, consents or approvals by or notice to, or filings with, any Person that are required to be delivered to it pursuant transfer those certain Excluded Assets and Liabilities disclosed in Section 9.03(d) of the Disclosure Schedules, will have been obtained or made, and no such authorization, consent or approval will have been revoked; (e) subject to Section 2.10(b).7.09 hereof, all authorizations, consents, Orders, approvals, declarations and filings required by the DOI or other relevant Insurance Regulators or as otherwise contemplated by Section 9.01(a) and Section 9.01(b) shall have been obtained or made without the imposition of any conditions, requirements or prohibitions upon Seller or any of its Affiliates that would reasonably be expected to materially impair the net benefits that Seller reasonably expects to obtain from the Contemplated Transactions; (f) The the transactions contemplated by the BNP Purchase Restructuring Agreement shall have been consummated; and (g) the Dividend Shortfall as of the Closing Date shall be simultaneously consummatedequal to no more than $50,000,000; provided, that this condition will be deemed satisfied in the event of a Section 9.03(g) Election.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, 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 the Seller (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 Purchaser and Medytox contained in this Agreement shall be true and correct in all material respects (without regard to any qualification as to materialityother 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) 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 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 Purchaser on at or before the Closing shall have been complied with or performed in all material respects. Seller . (b) No temporary restraining order, preliminary or permanent injunction, cease and Xxxxxx desist Order or other order issued by any Governmental Body shall be in effect prohibiting or preventing the transactions contemplated by this Agreement. (c) Medytox shall have received issued the Preferred Shares to the Seller in accordance with Schedule 2 hereto. (d) Each of the Purchaser and Medytox shall have delivered the following to the Seller: (i) a certificate signed on behalf certificate, dated as of Purchaser the Closing Date, executed by an a duly authorized officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a6.2(a) and Section 6.2(b) have been satisfied.; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) a certificate of the European Commission shall have issued a decision Secretary certifying to (A) its Governing Documents, (B) the adoption of resolutions approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement Transaction Documents, and (C) the incumbency of the officers signing the Transaction Documents (together with their specimen signatures); (iii) a good standing certificate, as of a recent date, certified by the Secretary of State of the state of its organization; and (iv) such other documents, instruments or certificates as shall be simultaneously consummatedreasonably requested by Seller or its counsel.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both Seller in its sole discretion) of Seller the following further conditions: (a) The representations and Xxxxxxwarranties of Buyer set forth in this Agreement that are qualified by materiality (considered collectively and individually) shall have been true and correct at and as of the date hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, and the representations and warranties that are not so qualified (considered collectively and individually) shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (b) Buyer 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 Buyer at or prior to the Closing, of each of the following conditions:. (ac) Each of the representations and warranties of Purchaser 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate dated the Closing Date signed on behalf of Purchaser Buyer by an authorized officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a8.3(a) and 8.3(b) have been satisfied. satisfied (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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“Buyer Closing Certificate”). (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or No Action shall be consummated simultaneously with the satisfaction pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Governmental Order would (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occuri) or waiver prevent consummation of any of the other conditions set forth transactions contemplated by this Agreement and the Ancillary Agreements or (ii) cause any of the transactions contemplated by this Agreement and the Ancillary Agreements to be rescinded following consummation. No such Governmental Order shall be in this Article IXeffect. (e) Seller Buyer shall have received an executed copy of each of the delivered to Seller all agreements and other documents required to be delivered by Buyer to it Seller pursuant to Section 2.10(b)3.3 of this Agreement. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, satisfaction of each of the following conditions: (ai) Each Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Seller; (ii) the representations and warranties of Purchaser Buyer contained in this Agreement shall be true true, complete and correct (without regard to any qualification as to materiality) accurate in all material respects 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 date 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. (iii) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an a duly authorized executive officer of Purchaser Buyer to the foregoing effect and to the effect that to such officer's Knowledge the conditions set forth in specified within this Section 9.02(a) 8.02 have been satisfied. (b) (i) The FTC shall have accepted All material Required Governmental Approvals for public comment an the transactions contemplated by this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by obtained without the European Commission as imposition of any conditions that are or would become applicable to Seller or any of its Affiliates after the purchaser of the Purchased Assets Closing that Seller in good faith reasonably determines would be materially burdensome upon such Person. All such Required Governmental Approvals shall be in effect, and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances no Proceedings shall have been received; (iv) approval instituted or threatened by any Governmental Authority with respect thereto as to which, in Seller's good faith opinion, there is a material risk of this Agreementa determination that would terminate the effectiveness of, or otherwise materially and adversely modify the Transactions terms of, any such Required Governmental Approval. All applicable waiting periods with respect to such Required Governmental Approvals shall have expired, and Purchaser as all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the purchaser of the Purchased Assets and Assumed Liabilities Closing Date shall have been received by satisfied to the extent necessary such that all such Required Governmental Authorities for all Merger Clearances conditioned upon Approvals are, and will remain, in full force and effect assuming continued compliance with the divestiture of terms thereof after the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing. (c) No Law or Judgment (whether temporary, preliminary or permanent) All material Required Contractual Consents shall have been promulgatedobtained without the imposition of any conditions that are or would become applicable to Seller. All such Required Contractual Consents (and with respect to the Subsequent Material Contracts, enteredsuch other consents) shall be in effect, enforcedand no Proceeding shall have been instituted or threatened with respect thereto that, enacted or issued in Seller's good faith judgment, creates a material risk that any material Liability will be imposed on Seller. All conditions and requirements prescribed by any Governmental Authority such Required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactionsno material Liability will be imposed on Seller. (d) The Merger Transaction sale and transfer contemplated by this Agreement and the consummation of the Closing shall have been consummated in accordance with not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the Merger Agreement transfer and exchange contemplated hereby or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until consummation of the Closing, but would or imposing Damages in respect thereto, shall be satisfied if the Closing were to occurin effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or waiver by any other Person challenging or in any manner seeking to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the other conditions set forth in this Article IXClosing. (e) Seller shall have received an executed copy opinion of each of counsel from Xxxxxx, Xxxx & Xxxxxxxx LLP in the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.form attached hereto as Exhibit E.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions shall be transactions contemplated hereby is also subject to the fulfillment or written waiver by both of Seller and XxxxxxSeller, at or prior to the USVI Closing, of each of the following conditions: (a) Each of the The representations and warranties of Purchaser contained set forth in this Agreement Section 5.2(a), Section 5.2(b) and Section 5.2(g) shall be true and correct in all respects (without regard to except for any qualification as to materiality) de minimis breach), in 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). All other representations and warranties of Purchaser set forth in Section 5.2 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 5.02(a) of the SPA and Section 8.2(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 materially delay or prevent have, a material adverse effect on Purchaser’s ability to satisfy its obligations hereunder and to consummate the consummation transactions contemplated hereby (disregarding for purposes of this clause (2) any qualification in the text of the Transactions contemplated hereby relevant representation or warranty as to materiality or material adverse effect). (b) Purchaser shall have complied with or performed in accordance with the terms hereof. The covenants and agreements contained in this Agreement all material respects all obligations required to be complied with or performed by Purchaser 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) Seller and Xxxxxx shall have received a certificate signed dated as of the USVI Closing Date and validly executed on behalf of Purchaser by an appropriate senior officer of Purchaser to the effect certifying that the conditions set forth specified in this Section 9.02(a9.2(a) and Section 9.2(b) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written waiver the waiver, to the extent permitted by both of Seller and Xxxxxxapplicable Law, by Seller) at or prior to the Closing, of each Closing of the following conditions: (a) Each The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other Order by any Governmental Authority which prevents the consummation of the transactions contemplated hereby or by the Additional Agreements shall have been issued and remain in effect (Seller agreeing to use its commercially reasonable efforts to have any such injunction or Order lifted), and no applicable Law shall be in effect which prohibits the consummation of the transactions contemplated hereby; (c) The Consents set forth (i) in the case of the Buyer’s Required Regulatory Approvals on Schedule 7.1(c)(i) and (ii) in the case of Seller’s Required Regulatory Approvals on Schedule ‎7.1(c)(ii), shall have been duly obtained by Final Order, all terminations or expirations of applicable waiting periods imposed by any Governmental Authority with respect to the transactions contemplated hereby (including under the HSR Act) shall have occurred, and none of such Consents shall impose additional terms or conditions that would reasonably be expected to result in any material and adverse impact on the Seller or any Non-Company Affiliate, or would impose any material change or modification to this Agreement; (d) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer at or prior to the Closing; (e) The representations and warranties of Purchaser contained Buyer set forth in this Agreement ‎Article V hereof shall be true and correct (without regard to any qualification in all material respects as to materiality) though made at and as of the Closing Date (other than such (i) representations and warranties as that are made as of another a specific date, which shall have been true and correct as of such date, and (ii) representations and warranties that are qualified by reference to materiality, Material Adverse Effect or Buyer Material Adverse Effect, 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. ); (f) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by from an authorized officer of Purchaser Buyer, dated the Closing Date, to the effect that that, to Buyer’s Knowledge, the conditions set forth in this Section 9.02(aSections 7.2(d) and (e) have been satisfied.; (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (eg) Seller shall have received an executed copy of each all third party consents, waivers or approvals with respect to the sale of the documents Seller’s Interests, assignment of the Assigned Agreements or the consummation of the transactions contemplated by this Agreement as set forth on Schedule 7.2(g); (h) Buyer shall have delivered or shall stand ready to deliver all of the items required to be delivered to it by Buyer hereunder, including pursuant to Section 2.10(b).‎2.5; and (fi) The transactions contemplated by Affiliate PSA Closing shall occur simultaneously with the BNP Purchase Agreement shall be simultaneously consummatedClosing on the Closing Date.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions:conditions (except to the extent waived by Seller): (a) Each of (i) the representations and warranties of Purchaser Buyer contained in this Agreement not qualified with any "Buyer Material Adverse Effect" qualifier shall be true and correct (without regard to in all respects, so long as 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 failures of such representations and warranties to be so true and correct would notin all respects, individually or taken together, have not had a Buyer Material Adverse Effect (it being understood that for purposes of determining accuracy of such representations and warranties all qualifications based on the word "material" contained in the aggregatesuch representations and warranties shall be disregarded), reasonably be expected to materially delay or prevent the consummation and (ii) representations and warranties of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements Buyer contained in this Agreement to qualified with any "Buyer Material Adverse Effect" qualifier shall be complied with or performed by Purchaser on or before true and correct in all respects; in the case of each of (i) and (ii), as of the date of this Agreement and as of the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser Date except to the effect that the conditions set forth extent such representations and warranties expressly relate to an earlier date, in this Section 9.02(a) have been satisfied.which case as of such earlier date; (b) (i) The FTC Buyer shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision performed and Order complied in connection all material respects with all of its covenants hereunder through the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law action, suit or Judgment proceeding shall be pending before any 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 (whether temporaryi) prevent consummation of any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation (and no such injunction, preliminary judgment, order, decree, ruling or permanentcharge shall be in effect); (d) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.1(a)-(c) is satisfied in all material respects, with such certificate reflecting the condition in Section 7.1(c) being to Buyer's Knowledge; (e) [Intentionally Omitted]; (f) [Intentionally Omitted]; (g) Buyer shall deliver the Closing Payment by wire transfer in immediately available funds to Seller as set forth in Section 2.4(a) to a bank account designated by Seller in writing; (h) Each third party to each Novation Contract shall have provided reasonable indication that it intends to enter into a Novation Agreement or otherwise assign or novate the Novation Contract in a form reasonably acceptable to Seller; (i) Buyer shall have delivered to Seller an appropriate resale certificate in relation to the inventory and products being acquired pursuant to this Agreement; (j) All other deliveries required by Section 2.7(b) shall have been promulgated, entered, enforced, enacted or issued made; and (k) All actions to be taken by any Governmental Authority that remains Buyer in effect and that prohibits, enjoins, or makes illegal connection with the consummation of the Transactions. (d) The Merger Transaction shall have been consummated transactions contemplated hereby and all certificates, instruments, and other documents reasonably required to effect the transactions contemplated hereby, as provided in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occurSection 2.7(b) or waiver of the other conditions set forth otherwise, will be reasonably satisfactory in this Article IXform and substance to Seller. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be Closing is subject to the fulfillment or written waiver satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations and covenants hereunder required to be performed by both of Seller and Xxxxxx, at it on or prior to the ClosingClosing Date, of each of the following conditions: (aii) Each of the representations and warranties of Purchaser Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto (A) that are qualified by materiality or Material Adverse Effect shall be true at and correct (without regard to any qualification as to materiality) 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 (B) that are not qualified by materiality or Material Adverse Effect shall 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. respects at and as of the Closing Date as if made at and as of such time, and (iii) Seller and Xxxxxx shall have received a certificate signed on behalf by the Chief Executive Officer of Purchaser by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(a) have been satisfiedforegoing effect. (b) (i) The FTC There shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction thatnot be any action taken, if issued as a final or any statute, rule, regulation, injunction, order, would require Seller and Xxxxxx or decree proposed, enacted, enforced, promulgated, issued, or deemed applicable to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser purchase of the Purchased Assets and Assumed Liabilities Assets, by any court, government, or governmental authority or agency, domestic or foreign, that, in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval the reasonable judgment of this AgreementBuyer could, the Transactions and Purchaser as the purchaser directly or indirectly, result in any of the Purchased Assets consequences referred to in clauses 10.03(a)(i) and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v10.03(a)(ii) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedabove. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy opinion of each Krieger & Prager, LLP, counsel to Buyer, dated the Closing Date xx xxx form set forth in Section _______. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the laws of jurisdictions other than New York or the federal laws of the documents required United States of America, upon opinions of counsel reasonably satisfactory to Seller, and, as to matters of fact, upon certificates of officers of Buyer, copies of which opinions and certificates shall be contemporaneously delivered to it pursuant Seller. (d) Execution and delivery of other relevant agreements, including non-compete, employment agreements, trademark or software licenses, leases, supply, service or administrative agreements, or other transition agreements. (e) Buyer shall have received all consents, authorizations or approvals from governmental agencies referred to in Section 2.10(b)4.03, in each case in form and substance reasonably satisfactory to Seller, and no such consent, authorization, or approval shall have been revoked. (f) The transactions contemplated by Seller shall have received all documents it may reasonably request relating to the BNP Purchase Agreement shall be simultaneously consummatedexistence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each in its sole discretion) of the following conditions: (a) : Each of (i) the representations and warranties of Purchaser contained Buyer set forth in this Agreement Sections 4.1 (Existence), 4.2 (Authorization) and 4.3 (Enforceability) (disregarding materiality and material adverse effect qualifiers set forth therein) shall be true and correct (without regard to any qualification as to materiality) in all respects at and as of the Closing Date and (ii) the other representations and warranties of Buyer set forth in Article IV (disregarding materiality and material adverse effect qualifiers set forth therein) shall be true and correct at and as of the Closing Date (other than such representations and warranties as are made as of another that refer specifically to an earlier date, which representations and warranties (disregarding materiality qualifiers and material adverse effect qualifiers set forth therein) shall be have been true and correct as of such earlier date), except where the failure of any such representations and warranties to be so true and correct would notcorrect, individually or and in the aggregate, has not had and would not reasonably be expected to materially delay have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement. Buyer shall have performed or prevent the consummation of the Transactions contemplated hereby complied in accordance all material respects with the terms hereof. The all obligations and covenants and agreements contained in required by this Agreement to be performed or complied with by Buyer at or performed by Purchaser on or before prior to the Closing shall have been complied with or performed in all material respectsDate. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser dated the Closing Date by an officer of Purchaser Buyer to the effect that the conditions set forth in this Section 9.02(aSections 8.2(a) and 8.2(b) have been satisfied. satisfied (b) (i) The FTC the “Buyer Closing Certificate”). All applicable waiting periods under the HSR Act and Other Antitrust Laws shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final expired or been terminated. No temporary restraining order, would require Seller and Xxxxxx to divest preliminary or permanent injunction or other Order preventing the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser consummation of the Purchased Assets and Assumed Liabilities transactions contemplated by this Agreement shall be in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser effect. Each of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions documents set forth on Schedule 9.02(bin Section 2.4(b) shall have been received. duly executed (cif applicable) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued and delivered to Seller by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation each of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction other parties thereto (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(bSeller). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall transactions to be performed by it in connection with the Closing is subject to the fulfillment satisfaction or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser contained Buyer set forth in this Agreement Article 4 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date; (b) Buyer shall deliver to Seller the Cash Component (as adjusted pursuant to §2.2(b)); (c) Buyer shall execute and deliver to Seller the Seller Note; (d) Metalico shall execute and deliver to Seller the Metalico Guaranty; (e) Buyer shall execute and deliver to Xxxxx X. Xxxxxxx, Xx. the Employment Agreement; (f) Buyer shall execute and deliver to Buda Landlord an assignment and assumption of the Buda Lease in form reasonably satisfactory to Buyer and Buda Landlord; (g) Buyer shall execute and deliver to Dallas Landlord an assignment and assumption of the Dallas Lease in form reasonably satisfactory to Seller and Dallas Landlord; (h) Buyer shall make the Senior Xxxxxxx Payment by bank wire transfer of immediately available funds to an account or accounts designated by Xxxxx X. Xxxxxxx, Xx. prior to the Closing Date; (i) Buyer shall provide the Dallas Lease Security and shall execute and deliver to Seller and any other than appropriate parties such representations agreements, instruments, and warranties documents as are made as necessary and appropriate in connection therewith; and (j) Buyer shall deliver to Seller a certificate of another date, which shall be the Secretary or other authorized officer of Buyer: (i) certifying the name(s) and true signature(s) of the officer(s) of Buyer authorized to sign this Agreement and correct as of such date), except where the failure of such representations and warranties other documents contemplated hereby to be so true executed by Buyer, and (ii) stating that the resolutions adopted by Buyer’s board of directors authorizing the actions taken in connection with the transactions contemplated by this Agreement, including without limitation the execution and correct would not, individually or in delivery of this Agreement and the aggregate, reasonably other documents contemplated hereby to be expected to materially delay or prevent executed by Buyer and the consummation of the Transactions transactions contemplated hereby hereunder, were duly adopted and continue in accordance full force and effect (with the terms hereof. The covenants and agreements contained in this Agreement a copy of such resolutions to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser annexed to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(bsuch certificate). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the representations and warranties set forth in Section 4 above will be true and correct in all material respects at and as of Purchaser the Closing Date; (b) Buyer will have performed and complied with all of its covenants contained in this Agreement shall in all material respects through the Closing; (c) Buyer will have procured all of the necessary third party consents, authorizations and approvals, and all necessary authorizations, consents and approvals of any Government Authority, all of which must be true final and correct non-appealable; (without regard d) no action, suit or proceeding will be pending or threatened before any Governmental Authority in which an 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 any qualification be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge will be in effect); or (iii) affect adversely the right of Buyer to own or otherwise assume the transfer of the Acquired Assets or to operate the business; (e) Buyer will have delivered to Seller a certificate to the effect that each of the conditions specified above in this Section 7.2(a) to 7.2(d) is satisfied in all respects; (f) each of Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxxx will have entered into an Employment Agreement in form and substance as to materialityset forth in attached Exhibit D; (g) Buyer will have delivered a certificate of incumbency, dated as of the Closing (Date, as to the officers and other than such representations personnel of Buyer executing this Agreement and warranties as are made as of another dateany certificate, which shall be true and correct as of such date), except where the failure of such representations and warranties instrument or document to be so true delivered by Buyer at the Closing; (h) Buyer will have delivered a certified copy of corporate resolutions authorizing the execution and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent delivery of this Agreement and 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied.Agreement; (b) (i) The FTC shall Buyer will have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision delivered such other documents and Order in connection with the Merger Transaction that, if issued instruments as a final order, would require Seller and Xxxxxx are reasonably necessary or appropriate to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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.contemplated transactions or that may be required under any Laws or any agreements to which Buyer is a party; (dj) The Merger Transaction shall have been consummated A guaranty, in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions thatform mutually acceptable to Seller and Buyer, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.Purchase Money Note from CVSL Inc., a Florida corporation; (ek) A security agreement from Buyer covering the Purchased Assets in form mutually acceptable to Seller and Buyer; (l) Seller shall and Buyer will have received an executed copy of each entered into the Stock Restriction Agreement in form and substance mutually agreeable to the Parties; and (m) all actions to be taken by Buyer in connection with consummation of the contemplated transactions and all certificates, opinions, instruments and other documents required to effect the contemplated transactions will be delivered reasonably satisfactory in form and substance to it pursuant Seller. Seller may waive any condition specified in this Section 7.2 by providing a written waiver at or prior to Section 2.10(b)the Closing. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the Transactions shall be transactions contemplated herein are subject to the fulfillment satisfaction (or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each it) of the following conditions: (a) Each The Agreement shall be approved by the shareholders of Buyer, if deemed necessary or appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. If such shareholder approval is deemed necessary, the management of Buyer agrees to recommend approval to their respective shareholders and to solicit proxies or distribute an information statement, whichever is appropriate, in support of the same. Any disclosure material to be provided to the Buyer's shareholders shall be prepared and filed with the SEC as required by the SEC Proxy Rules and Regulations. (b) Subject to the Closing, shareholders of Buyer shall have approved a name change to "Case Financial, Inc.", or to a name that is substantially similar. (c) All representations and warranties of Purchaser contained made by Seller and Buyer in this Agreement shall be true and correct (without regard to any qualification as to materiality) in all material respects on and as of the Closing (other than Date with the same effect as if such representations and warranties as are had been made on and 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction Seller and Buyer shall have been consummated performed or complied with all covenants, agreements and conditions contained in accordance this Agreement on their part required to be performed or complied with the Merger Agreement at or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if prior to the Closing were to occur) or waiver of the other conditions set forth in this Article IX.Date (e) Seller All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have received an executed copy of each of the documents required to been obtained and be delivered to it pursuant to Section 2.10(b)in full force and effect. (f) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto. (g) Seller shall have received a favorable opinion from Buyer's counsel as to the following: (a) the organization and good standing of Buyer, (b) that the Agreement has been duly authorized and is a valid, binding and enforceable obligation of Buyer, and (c) the shares of Buyer's common stock to be issued pursuant to the Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (h) Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (i) Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (j) Each party shall have granted to the BNP Purchase other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (k) The Agreement shall be simultaneously consummatedapproved by the Boards of Directors of both Seller and Buyer. (l) Seller and Buyer and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions contemplated hereby, and all such certificates, opinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel. (m) Both Seller and Buyer shall have the right to waive any or all of the conditions precedent to its obligations hereunder not otherwise legally required; provided, however, that no waiver by a party of any condition precedent to its obligations hereunder shall constitute a waiver by such party of any other condition.

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the Transactions Closing shall be subject to satisfaction or waiver of the fulfillment or written waiver by both of Seller and Xxxxxx, at following conditions on or prior to the Closing, of each of the following conditionsClosing Date: (a) Each of the The representations and warranties of Purchaser contained Buyer set forth in this Agreement shall be true and correct (in all material respects as of the date of this Agreement and, without regard consideration of any further disclosures made pursuant to any qualification as to materiality) Section 6.4 of this Agreement, as of the Closing Date (other than as if made at such representations time), PROVIDED that, with respect to any representation or warranty that is qualified by a materiality standard, such representation and warranties as are made as of another date, which warranty 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC Buyer shall have accepted for public comment an performed the covenants and agreements required by this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with to be performed by it at or prior to the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing. (c) No Law or Judgment (whether temporary, preliminary or permanent) Seller shall have been promulgatedreceived from Buyer an officers' certificate, enteredexecuted by the president and the secretary of Buyer (in their capacities as such) and dated the Closing Date, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation confirming satisfaction of the Transactionsconditions stated in subsections (a), (b) and (g) of this Section. (d) The Merger Transaction Seller shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions thatreceived an opinion letter of Buyer's Counsel, by their nature, cannot be satisfied until the Closing, but would be satisfied if dated the Closing were Date, conforming to occur) or waiver the provisions of the other conditions set forth in Sections 4.1, 4.2, 4.3 and 4.4 of this Article IXAgreement insofar as such provisions relate to matters of law as distinguished from matters of fact. (e) Seller shall have received a certificate from Buyer, dated the Closing Date and signed by the secretary or an executed copy assistant secretary of Buyer, certifying (i) that the attached copies of (A) Buyer's articles of incorporation and bylaws and (B) resolutions of the board of directors of Buyer adopted in connection with the transactions contemplated by this Agreement are all true, correct and complete and remain in full force and effect and (ii) as to the incumbency and specimen signature of each Person executing any of the documents required to be delivered to it pursuant to Section 2.10(b)Transaction Documents on behalf of Buyer. (f) The Buyer shall have received a certificate as of a recent date as to the existence of Buyer under the laws of its jurisdiction of organization. (g) Any and all applicable waiting periods under the HSR Act relating to the transactions contemplated by the BNP Purchase this Agreement shall have expired or been terminated. There shall not be simultaneously consummatedin effect any preliminary or permanent injunction or other order by any federal or state authority prohibiting the consummation of the transactions contemplated hereby.

Conditions to Obligation of Seller. The obligation of Seller Fibreboard 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained set forth in this Agreement Section 5 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing Date; (other than such representations ii) Buyer 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 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 Purchaser all of its covenants hereunder in all material respects through the Closing; (iii) all consents and approvals of third parties including the Forest Service and all other governmental agencies required on or before the Closing in connection with the change in ownership of the Acquired Shares from Fibreboard to Buyer and listed on Appendix 5 shall have been complied obtained or the Buyer and the Acquired Corporations shall have waived their rights to indemnification pursuant to Section 10.2 of this Purchase Agreement with regard to those agreements for which such consents and approvals were not obtained; (iv) no action, suit or performed proceeding shall be overtly threatened or pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction or charge could reasonably be expected to (A) prevent consummation of any of the transactions contemplated by this Purchase Agreement or (B) cause any of the transactions contemplated by this Purchase Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect); (v) Buyer shall have delivered to Fibreboard a certificate on and dated as of the Closing Date to the effect that each of the conditions specified above in Sections 7.2(i)-(iii) is satisfied in all material respects. Seller ; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated; (vii) Fibreboard shall have received a certificate signed on behalf from counsel to Buyer an opinion addressed to Fibreboard and dated as of Purchaser by an officer the Closing Date in the form attached as Exhibit F; (viii) Buyer shall have extended offers of Purchaser continued employment to the effect that persons identified in Exhibit G attached hereto in accordance with, at a minimum, the conditions terms set forth in this Section 9.02(a) have been satisfied.such Exhibit G; and (bix) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order all actions to be taken by Buyer in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction form and substance to Fibreboard. Fibreboard may waive any condition specified in this Section 7.2 (other than those conditions that, by their nature, cannot be satisfied until Section 7.2(vi)) if Fibreboard executes and delivers to Buyer a writing so stating at or prior to the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the all representations and warranties of Purchaser Buyer contained in this Agreement Agreement, and all written information delivered to Seller by Buyer 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) 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) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) 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 the failure of such representations and warranties to be so true and correct state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would not, individually or in the aggregate, reasonably be expected to materially delay or (A) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement or (B) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with rescinded following consummation (and no such injunction, judgment, order, decree, ruling or performed by Purchaser on or before the Closing charge shall be in effect); (d) Buyer shall have been complied with or performed in all material respects. delivered to Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that each of the conditions set forth specified above in this Section 9.02(a7.02(a) have been satisfied. and (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order is satisfied in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.respects; (e) Seller and Buyer shall have received an executed copy of each of entered into the documents required to be delivered to it pursuant to Section 2.10(b).Core Technology License and the Cataloguing License; (f) The Seller shall have received from Fulbright & Xxxxxxxx L.L.P., counsel to Buyer, an opinion in form and substance as set forth in Exhibit 7.02(f) attached hereto, addressed to Seller, and dated as of the Closing Date; (g) and Seller shall have executed and delivered a release substantially in the form of Exhibit 7.02(g) attached hereto; and (h) all actions to be taken by Buyer in connection with consummation of the transactions contemplated by hereby and all certificates, opinions, instruments and other documents required to effect the BNP Purchase Agreement shall transactions contemplated hereby will be simultaneously consummatedreasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 7.02 if they execute a writing so stating at or prior to the Closing. ------------------------------- **The material deleted has been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Commission.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the Buyer's representations and warranties of Purchaser contained in this Agreement warranties, to the extent qualified by a reference to materiality, shall be true correct and complete, and to the extent not so qualified, shall be correct (without regard to any qualification as to materiality) and complete in all material respects at and as of the Closing Date and the Closing; (b) Buyer shall have performed and complied in all material respects with all of its covenants hereunder required to be performed or complied with through the Closing; (c) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Sections 7.2(a) and (b) is satisfied in all respects; (d) no action, suit or proceeding shall be pending or threatened, other than such representations an action, suit or proceeding instituted by Seller, that involves any Governmental Authority as a party and warranties as are made as of another datewherein an unfavorable Order would, which and no injunction shall be true and correct as of such date)in effect that would, 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 (i) prevent the consummation of any of the Transactions transactions contemplated hereby in accordance with by this Agreement or (ii) cause any of the terms hereof. The covenants and agreements contained in transactions contemplated by this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller rescinded following consummation, and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent no such Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.effect; (e) Seller Buyer shall have received an executed copy of each paid the cash portion of the documents required Purchase Price pursuant to Sections 2.2 and 2.3, assumed the Assumed Liabilities and delivered certificates evidencing the Shares, and the Shares shall be delivered to it pursuant Seller free and clear of any Liability, Tax or other Encumbrance, other than those created or allowed to Section 2.10(b).arise solely by Seller; and (f) The Buyer shall have delivered to Seller the Buyer Documents and such other documents as are reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to Seller. Seller in its sole discretion may waive any condition specified in this Section 7.2 at or prior to the BNP Purchase Agreement shall be simultaneously consummatedClosing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be in connection with the Closing is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (ai) Each of the representations and warranties of Purchaser contained set forth in this Agreement Section 4 above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing (other than Date, except to the extent that such representations and warranties are qualified by the term “material” or contain terms such as are made “Material Adverse Effect,” in which case such representations and warranties (as of another dateso written, which including the term “material” or “Material Adverse Effect,” as applicable) shall be true and correct in all respects at and as of such date)the Closing Date; (ii) Buyer shall have performed and complied in all material respects with all of its covenants hereunder that are to be performed prior to Closing, except where to the failure extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect,” in which case Seller shall have performed and complied with all of such representations and warranties to covenants (as so written, including the term “material” or “Material Adverse Effect”) in all respects through the Closing; (iii) no action, suit, or proceeding shall be so true and correct pending or threatened before any court or Governmental Authority or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would not(A) prevent consummation of any of the Transactions, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation (B) cause any of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with rescinded following their consummation, or performed by Purchaser on (C) affect adversely the right of Buyer to own the Acquired Assets (and no such injunction, judgment, order, decree, ruling, or before the Closing charge shall be in effect), and no Governmental Authority shall have been complied with enacted, issued, promulgated, enforced or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction thatentered any injunction, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaserdecree, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all ruling or other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) No Law legal restraint or Judgment prohibition (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains which is then in effect and that prohibits, enjoins, has the effect of making consummation of the Transactions illegal or makes illegal the prohibiting consummation of the Transactions.; (div) The Merger Transaction Buyer shall have been consummated in accordance with executed and delivered the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver Assignment of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.Contracts;

Conditions to Obligation of Seller. The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby is subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, satisfaction of each of the following conditions: (ai) Each Buyer shall have performed and satisfied in all material respects each of its material obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date, and the aggregate effect of all failures to perform or satisfy all obligations of Buyer on or prior to the Closing Date shall not be materially adverse to Seller; (ii) the representations and warranties of Purchaser Buyer contained in this Agreement shall be true true, complete and correct (without regard to any qualification as to materiality) accurate in all material respects 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 date 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 Purchaser on or before the Closing shall have been complied with or performed in all material respects. (iii) Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an a duly authorized executive officer of Purchaser Buyer to the foregoing effect and to the effect that to such officer's Knowledge the conditions set forth in specified within this Section 9.02(a) 8.02 have been satisfied. (b) (i) The FTC shall have accepted All material Required Governmental Approvals for public comment an the transactions contemplated by this Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by obtained without the European Commission as imposition of any conditions that are or would become applicable to Seller or any of its Affiliates after the purchaser of the Purchased Assets Closing that Seller in good faith reasonably determines would be materially burdensome upon such Seller or any such Affiliate. All such Required Governmental Approvals shall be in effect, and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances no Proceedings shall have been received; (iv) approval instituted or threatened by any Governmental Authority with respect thereto as to which, in Seller's good faith opinion, there is a material risk of this Agreementa determination that would terminate the effectiveness of, or otherwise materially and adversely modify the Transactions terms of, any such Required Governmental Approval. All applicable waiting periods with respect to such Required Governmental Approvals shall have expired, and Purchaser as all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the purchaser of the Purchased Assets and Assumed Liabilities Closing Date shall have been received by satisfied to the extent necessary such that all such Required Governmental Authorities for all Merger Clearances conditioned upon Approvals are, and will remain, in full force and effect assuming continued compliance with the divestiture of terms thereof after the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been receivedClosing. (c) No Law or Judgment (whether temporary, preliminary or permanent) All Required Contractual Consents shall have been promulgatedobtained without the imposition of any conditions that are or would become applicable to Seller or any of its Affiliates after the Closing that Seller in good faith reasonably determines would be materially burdensome upon Seller or any such Affiliate. All such Required Contractual Consents (and with respect to the Subsequent Material Contracts, enteredsuch other consents) shall be in effect, enforcedand no Proceeding shall have been instituted or threatened with respect thereto that, enacted or issued in Seller's good faith judgment, creates a material risk that any material Liability will be imposed on Seller. All conditions and requirements prescribed by any Governmental Authority required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactionsno material Liability will be imposed on Seller. (d) The Merger Transaction sale and transfer contemplated by this Agreement and the consummation of the Closing shall have been consummated in accordance with not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the Merger Agreement transfer and exchange contemplated hereby or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until consummation of the Closing, but would or imposing Damages in respect thereto, shall be satisfied if the Closing were to occurin effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or waiver by any other Person challenging or in any manner seeking to restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the other conditions set forth in this Article IXClosing. (e) Seller shall have received an executed copy opinions of each of counsel from Xxxxxx, Xxxx & Xxxxxxxx LLP and Adelman, Gettleman, Xxxxxx, Xxxxxx & Xxxxxx Ltd. in substantially the documents required to be delivered to it pursuant to Section 2.10(b)forms attached hereto as Exhibit I and J, respectively. (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each Buyer shall have procured all of the third party consents specified in Section 4.2 above; (b) The representations and warranties of Purchaser contained set forth in this Agreement Section 4 above shall be true and correct (without regard to any qualification as to materiality) in all respects in each case on the date hereof and at and as of the Closing (other than such representations Date, with the same force and warranties effect as are though made at and as of another datethe Closing Date; (c) Buyer shall have performed, which shall be true and correct as complied in all respects with, all 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 its undertakings and agreements contained in required by this Agreement to be performed or complied with by it prior to the Closing Date; (d) No action, suit, or performed by Purchaser on proceeding shall be pending or threatened before any Governmental Authority or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Closing transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (e) Buyer shall have been complied with or performed in all material respects. executed and delivered to Seller and Xxxxxx the Members Agreement; (f) Buyer shall have received executed and delivered to Seller the Operating Agreement; (g) Buyer shall have extended a certificate loan to the Company in the principal amount of $1,077,458.47 and otherwise upon the same terms and conditions set forth in the Seller Notes; and (h) Buyer shall have delivered to Seller a certificate, signed on behalf of Purchaser by an officer of Purchaser authorized officer, to the effect that each of the conditions set forth specified in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order 8.2 is satisfied in all respects. All actions to be taken by Buyer in connection with the Merger Transaction thatwith, if issued as a final orderand required for, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) 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. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (transactions contemplated hereby and all certificates, opinions, instruments, and other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The effect the transactions contemplated by hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 8.2 if it executes a writing so stating at or prior to the BNP Purchase Agreement shall be simultaneously consummatedClosing.

Conditions to Obligation of Seller. The obligation of Seller 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 both of Seller and Xxxxxx, at or prior to the Closing, of each satisfaction of the following conditions: (a) Each of the The representations and warranties of Purchaser contained set forth in this Agreement Article VI above shall be true and correct (without regard to any qualification as to materiality) in all material respects at and as of the Closing (other than Date with the same force and effect as though such representations and warranties as are had been made as of another date, which the Closing Date; (b) Buyer shall be true have performed and correct as complied with all 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 its covenants and agreements contained in this Agreement hereunder to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed Buyer in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to respects through the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received.Closing; (c) No Law action or Judgment (whether temporary, preliminary or permanent) proceeding before any Governmental Body shall have been promulgatedinstituted or threatened to restrain or prohibit the transactions herein contemplated, enteredand there shall not be any injunction, enforcedjudgment, enacted order, decree, ruling, or issued by any Governmental Authority that remains charge in effect and that prohibits, enjoins, or makes illegal the preventing consummation of any of the Transactions.transactions contemplated by this Agreement; (d) The Merger Transaction Seller and Buyer shall have been consummated in accordance with executed and delivered the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX.TSA; (e) Seller Buyer, Seller, and the Escrow Agent shall have received an executed copy of each of and delivered the documents required to be delivered to it pursuant to Section 2.10(b).Escrow Agreement; (f) The Buyer shall not (i) be in receivership; (ii) have made any assignment for the benefit of creditors; (iii) have been adjudicated a bankrupt; (iv) have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor shall any such petition have been filed against any it; or (v) have entered into any agreement to do or permit the doing of any of the foregoing on or immediately after the Closing Date; and (g) All actions to be taken by Buyer in connection with the consummation of the transactions contemplated by hereby and all certificates, instruments, and other documents required to effect the BNP Purchase Agreement shall transactions contemplated hereby will be simultaneously consummatedreasonably satisfactory in form and substance to Seller.