Common use of Conditions to Obligation of Seller Clause in Contracts

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed LiabilitiesAssets, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver by Seller in its sole discretion) of the following further conditions: (a) The representations and warranties of Buyer set forth in this Agreement (i) the representations that are qualified as to materiality shall be true and warranties set forth correct in Article 4 above all respects and (ii) that are not so qualified shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyerrespects, in each case, 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 delivered performed or complied in all material respects with all obligations and covenants required by this Agreement to Seller a certificate be performed or complied with by Buyer at or prior to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects;Closing. (c) Buyer shall have delivered execute and deliver to Seller a certificate of an authorized officer of Buyer, dated as of the items required under Section 2.07Closing Date, together with any other instruments necessary to acquire right, title stating that the conditions specified in Sections 7.2 (a) and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller;(b) of this Agreement have been satisfied. (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to On the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any injunctionno Laws, judgmentpermits or orders that operate to restrain, order, decree, ruling, enjoin or charge in effect preventing otherwise prevent or make illegal the consummation of any of the transactions contemplated by this Agreement. Seller may waive No action or proceeding initiated by any condition specified Governmental Entity seeking an order prohibiting the consummation of the transactions contemplated by this shall be pending. (e) Buyer and XxXxxx Inc. shall have consummated the transactions contemplated in this Section 7.02 if it executes a writing so stating at or prior to the ClosingXxXxxx, Inc. APA.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions Closing is subject to the satisfaction (or waiver by Seller in its sole discretion) of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it in connection with at or prior to the Closing is subject to satisfaction of the following conditions: Date, (a) (iii) the representations and warranties set forth of Buyer contained in Article 4 above this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date;, as if made at and as of such date (except to the extent a representation or warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true at and, as of such date) and (iii) Seller shall have received a certificate signed by the Chief Financial Officer of Buyer to the foregoing effect. For purposes of Section 10.03(a)(ii), the representations and warranties of Buyer contained in this Agreement or in any certificate or writing delivered by Buyer pursuant hereto shall be deemed to have been made without any qualifications as to materiality and, accordingly, all references therein to “material,” “Material Adverse Effect,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure of lists of items of a material nature or above a specified threshold). (b) Buyer Seller shall have delivered to Seller a certificate received all documents it may reasonably request relating to the effect that each existence of Buyer and the conditions specified above in Section 7.02(a) is satisfied in authority of Buyer to enter into and perform this Agreement, all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance reasonably satisfactory to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article Section 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer and Seller shall have performed and complied with all of its covenants hereunder in all material respects through the 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 wherein an unfavorable judgment, order, decree, stipulation, injunction, 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 judgment, order, decree, stipulation, injunction, or charge shall be in effect); (iv) Buyer shall have delivered to Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 7.02(a6.2(i)-(iii) is satisfied in all respects; (cv) Buyer the Parties shall have delivered entered into a Registration Rights Agreement in the form of Exhibit D attached hereto; and (vi) all actions to Seller be taken by Buyer in connection with consummation of the items transactions contemplated hereby and all certificates, opinions, instruments, and other documents required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to effect the Acquired Assets and assume the Assumed Liabilities, which instruments shall transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it as a part of and in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 5 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) the Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07no action, together with any other instruments necessary to acquire rightsuit, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments or proceeding shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope pending or threatened before any court or quasi-judicial or administrative agency of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Dateany federal, including without limitationstate, local, or foreign jurisdiction or before any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (i) prevent consummation of any of the transactions contemplated by this AgreementAgreement 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 effect; (d) the Buyer shall have delivered to Seller a certificate of its Chief Executive Officer to the effect that each of the conditions specified in Sections 7.1(a) and (b) is satisfied in all respects; and (e) all actions to be taken by the 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 shall be in form and substance reasonably satisfactory to Seller. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating by written notice to Buyer at or prior to the ClosingClosing expressly detailing the condition specified in this Section 7.1 being waived.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated to occur on the Closing Date and thereafter under this Agreement is subject to the fulfillment, prior to or at the Closing, of each of the following conditions (any or all of which may be performed waived by it Seller): (a) All consents, Authorizations, Orders and approvals of, and filings and registrations with any Governmental Authority which are required for or in connection with the Closing is subject to satisfaction execution and delivery by Buyer of this Agreement and the other documents and agreements contemplated hereby and the consummation by Buyer of the following conditions:transactions contemplated hereby shall have been obtained or made. (ab) (i) the The representations and warranties set forth of Buyer contained in Article 4 above this Agreement or in any certificate, schedule, exhibit or other agreement delivered pursuant to one or more provisions of this Agreement were true and correct in all material respects on the date of this Agreement and shall be true and correct in all material respects at and as of the time of Closing with the same effect as though made again at and as of that time. (iic) all The covenants and agreements and covenants contained in required by this Agreement shall have been to be performed or complied with by Buyer, in each case, Buyer prior to or at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied been performed and complied with in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller;material respects by Buyer. (d) Buyer There shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had not be threatened, pending or in effect immediately prior any injunction or restraining order sought by any Governmental Authority issued or sought to be issued by a court of competent jurisdiction against the Closing Date, including without limitation, any insurance relating consummation of the sale and purchase of the Company and its assets pursuant to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; andthis Agreement. (e) there Seller shall not be any injunction, judgment, order, decree, ruling, or charge have received the documents and agreements described in effect preventing consummation of any of the transactions contemplated by this Agreement. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior to the Closing8.2.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions condition specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; (e) Buyer shall have satisfied the conditions set forth above in Section 7.01 (k); and (ef) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each caseprovided however, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 subsection if it executes a writing so stating at or prior to the Closing: (1) the representations and warranties set forth in SECTION 4 shall be true and correct in all material respects at and as of the Closing Date; (2) Purchaser shall have performed and complied with all its covenants hereunder in all material respects through the Closing; (3) no action, suit, or proceeding against Purchaser 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 (1) prevent consummation of any of the transactions contemplated by this Agreement or (2) 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); (4) Seller shall have secured the consent of its primary lender for the sale of the Assets and the Business and the release of any liens held by such lender against the Assets and the Business; and (5) all actions to be taken by Purchaser 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.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article Section 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have performed and complied with all of its covenants hereunder through the Closing; (c) there shall not be any injunction, judgment, order, decree or ruling in effect preventing consummation of any of the transactions contemplated by this Agreement; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of such transactions illegal or that has had, or is reasonably likely to have, a Buyer Material Adverse Effect; (d) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a6.3(a) through (c) is satisfied in all respects; (ce) Buyer shall have delivered or caused to Seller be delivered to Seller: (i) the items Bxxx of Sale; (ii) the Consulting Agreement; (iii) the Invention Assignment and Non- Compete Agreement; (iv) the Registration Rights Agreement; (v) the Warrant; and (f) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to effect the Acquired Assets and assume the Assumed Liabilities, which instruments shall transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by BuyerBxxxx, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed LiabilitiesAssets, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is contemplated hereby are subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth contained in Article 4 above IV, to the extent qualified as to materiality shall be true accurate in all respects, and, to the extent not so qualified, shall be accurate in all material respects, as of the Closing Date as though such representations and correct warranties had been made at and as of that time; (b) Buyer shall have performed and complied with all of the covenants hereunder in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of through the Closing DateClosing; (bc) no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent consummation of any of the transactions contemplated by this Agreement, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; and (d) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a6.2(a)-(c) is satisfied in all respects;. (ce) Buyer Seller shall have delivered to Seller received an opinion of (i) Xxxxx Xxxxxx Xxxxxx, General Counsel of Buyer, addressing the items required under matters set forth in Section 2.074.1 and 4.2, together with any other instruments necessary to acquire rightand (ii) Xxxxxx & Xxxxxx L.L.P. addressing the matters set forth in Section 4.4, title in each case, dated as of the Closing Date and interest including such exceptions and assumptions as are customary in and to the Acquired Assets and assume the Assumed Liabilitiessuch opinions, which instruments shall be reasonably satisfactory in form and substance reasonably acceptable to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 Closing is subject to the 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 it in connection with at or prior to the Closing is subject to satisfaction of the following conditions: Date, (a) (iii) the representations and warranties set forth of Buyer contained in Article 4 above this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date;, as if made at and as of such date, (iii) Seller shall have received a certificate signed by the Chief Executive Officer of Buyer to the foregoing effect and (iv) the stockholders of the Seller shall have approved this Agreement. (b) Buyer Seller shall have delivered to Seller a certificate received all documents it may reasonably request relating to the effect that each existence of Buyer and the conditions specified above authority of Buyer for this Agreement, all in Section 7.02(a) is satisfied in all respects;form and substance reasonably satisfactory to Seller. (c) Execution and delivery of other relevant agreements, including non-compete, trademark or software licenses, leases, supply, service or administrative agreements or other transition agreements as shall be necessary or appropriate to transfer, convey and assign the Purchased Assets to Buyer shall have delivered to Seller on the items required under Section 2.07, together with any other instruments necessary to acquire right, title Closing Date and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments as shall be reasonably satisfactory requested by the Seller. (d) Seller shall have received all Required Consents and all consents, authorizations or approvals from the governmental agencies referred to in Section 3.03, in each case in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms reasonably satisfactory to Buyer; and (e) there , and no such consent, authorization or approval shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior to the Closinghave been revoked.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 ss.3(b) above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (eiii) 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 a certificate to the effect that each of the conditions specified above in ss.6(b)(i)-(ii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise bxxx xxxxxxxxxx xxd the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(iii) and ss.3(b)(iii) above; (vi) all conditions have been satisfied to the obligations of the parties to the Asset Purchase Agreement and the Stock Purchase Agreement and the closings of the transactions contemplated in the Asset Purchase Agreement and the Stock Purchase Agreement shall occur simultaneously with the Closing; and (vii) 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 effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 7.02 ss.6(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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; (e) Buyer shall have established an employee option plan for the Transferred Employees on terms satisfactory to Buyer; and (ef) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 above Section 4.2 shall be true and correct in all material respects (and (ii) in all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyerrespects, in each case, the case of representations and warranties qualified by materiality or Material Adverse Effect) at and as of the Closing DateDate (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date); (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above performed and complied with in Section 7.02(a) is satisfied all material respects (and in all respects, in the case of obligations covenants and agreements qualified by materiality or Material Adverse Effect) all of its obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing; (c) Buyer and Seller shall each be in compliance with all material regulatory requirements of all applicable Governmental Authorities necessary to consummate the transactions contemplated herein (all of which shall be in full force and effect as of the Closing); (d) no Order or Proceeding shall be outstanding or pending that restrains, enjoins or otherwise prohibits, or could reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of the transactions contemplated by this Agreement; (e) Buyer shall have delivered to Seller or be currently capable of and prepared to deliver all of the items deliveries required under by Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer7.5; and (ef) there shall not be no bankruptcy, reorganization, receivership or arrangement proceedings pending against Buyer or any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation Affiliate of any of the transactions contemplated by this AgreementBuyer. Seller may waive any condition specified in this Section 7.02 7.3 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article Section 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date;. (b) no action, suit, or proceeding is 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 (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). (c) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(aSections 2(a) and (b) is satisfied true in all respects; (cd) Buyer Seller shall have delivered received from Buyer all of the Closing Documents listed in Section 5.4 below; and (e) all actions to Seller be taken by Buyer in connection with consummation of the items transactions contemplated hereby and by the other Transaction Documents and all certificates, opinions, instruments, and other documents required under Section 2.07, together with any other instruments necessary to acquire right, title effect the transactions contemplated hereby and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall thereby will be reasonably satisfactory in form and substance to Seller;. (df) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope listed the shares of coverage and amount of coverage as Common Stock to be issued to Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreementhereunder with Nasdaq. Seller may waive any condition specified in this Section 7.02 5.2 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditionsconditions as of the Closing: (ai) Seller shall have received from Buyer each of the documents referred to in Section 2(c) hereof; (iii) the representations and warranties of Buyer set forth in Article 4 above Section 5 hereof shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Daterespects; (biii) Buyer shall have performed and complied in all material respects with all of its covenants hereunder; (iv) no action, suit or proceeding shall be pending or threatened before any court, arbitrator or other body or administrative agency of any federal, state or local jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge would subject Seller to damages in respect of the consummation of the transactions contemplated this Agreement or prevent consummation of any of the transactions contemplated by this Agreement (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (v) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a3(b)(i) is satisfied in all respects;through (iv), inclusive, have been satisfied; and (cvi) Buyer shall have delivered to Seller all documents incident the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage Seller and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreementits counsel. Seller may waive any condition specified in this Section 7.02 3(b) if it executes a writing so stating and signed by Seller at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations 6.2.1 The Buyer shall have performed and warranties set forth in Article 4 above shall be true and correct complied with all of its covenants hereunder in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as through the Closing; 6.2.2 Approval of the Closing Datetransaction by the Seller's shareholders; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.076.2.3 No action, together with any other instruments necessary to acquire rightsuit, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments or proceeding shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope pending or threatened before any court or quasi-judicial or administrative agency of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Dateany federal, including without limitationstate, local, or foreign jurisdiction or before any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement. , (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyer to own the capital stock of the Company and to control the Company; 6.2.4 The Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior shall have received all authorizations, consents, and approvals of third parties; 6.2.5 The Seller shall have received from counsel to the ClosingBuyer an opinion in substantially the form attached hereto as Schedule 6.2.5, addressed to the Seller, and dated as of the Closing Date; 6.2.6 All actions to be taken by the 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 the Seller; 6.2.7 Receipt of certified copy of Board Resolutions of Buyer; 6.2.8 Execution and delivery of an Agreement of Settlement and Release, in substantially the form attached hereto as Exhibit I, ending all of the Hailx Xxxing Venture Litigation and terminating all obligations of the Seller under the Hailx Xxxing Venture contracts.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article §4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer shall have performed and complied with all of its covenants hereunder in all respects through the Closing; (iii) No action, suit, or 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 prevent consummation of any of the transactions contemplated by this Agreement or cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a§8(b)(i)-(iii) is satisfied in all respects; (cv) Seller shall not have received after the date of execution of this Agreement any new information of any event that could give rise to a good faith claim by Buyer shall have delivered or any governmental entity for damages or remediation in excess of $25,000 due to Seller a claim related to Environmental Health and Safety Regulations or the items required under Section 2.07release of Hazardous Materials into, together with any other instruments necessary to acquire righton, title and interest in and to from or emanating from the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to BuyerReal Property; and (evi) there shall not be any injunction, judgment, order, decree, rulingNo creditor of, or charge in effect preventing consummation lender to, Buyer shall have required the removal of any of lights, ballasts or transformers containing PCBs located at or on the transactions contemplated by this AgreementReal Property or the Improvements. Seller may waive any condition specified in this Section 7.02 §8(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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article §4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (eiii) 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) the Parties shall have entered into agreements in form and substance substantially as set forth in Exhibit A and Exhibit E and the same shall be in full force and effect; (v) 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 effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller; and (vi) there shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Seller, makes it inadvisable to proceed with the transactions contemplated hereby. Seller may waive any condition specified in this Section 7.02 §7(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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 ss.4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(ass.6(b)(i)-(iii) is satisfied in all respects; (civ) Buyer shall have delivered to Seller the items required under Section 2.07no action, together with any other instruments necessary to acquire rightsuit, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments or proceeding shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope pending or threatened before any court or quasi-judicial or administrative agency of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Dateany federal, including without limitationstate, any insurance relating to the Acquired Assets and the Businesslocal, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement 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); (v) 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 7.02 ss.6(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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a6.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed LiabilitiesAssets, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 6.02 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 to be performed by it in connection with the Closing is subject to satisfaction (or written waiver by Seller) of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 Section 6 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants in all respectsmaterial respects hereunder through Closing; (ciii) Buyer the Preliminary Purchase Price shall have delivered been paid by Buyer via wire transfer of immediately available funds to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to an account designated by Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (eiv) 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. ; (v) Buyer shall have delivered to Seller may waive any condition specified all of Buyer's Closing Documents, duly executed by Buyer (as applicable); and (vi) all actions, consents or approvals required to be obtained from Governmental Authorities in this Section 7.02 if it executes a writing so stating at or prior to connection with the Closing.consummation of the transactions contemplated

Conditions to Obligation of Seller. The obligation of Seller to consummate effect the transactions to Transaction shall be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating fulfillment at or prior to the ClosingClosing of the following conditions, unless Seller shall waive such fulfillment: (1) This Agreement and the Transaction contemplated hereby shall have received those approvals, consents, authorizations, and waivers from third parties (including lenders, holders of debt securities and lessors) as identified on Schedule 7.2(1). (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. (3) Purchaser shall have performed in all material respects each of its agreements and obligations contained in this Agreement required to be performed on or prior to the Closing and shall have complied with all material requirements, rules and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (4) The representation and warranties of Purchaser set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as do not materially and adversely affect the business of Purchaser and its Subsidiaries, taken as a whole, as of the Closing Time as if made as of such time. (5) Seller shall have received from Purchaser an officer's certificate executed by the Chief Executive Officer and the Chief Financial Officer of Purchaser (in their capacities as such), dated the Closing Date, as to the satisfaction of the conditions of paragraphs (3) and (4) above and including, as exhibits, copies of all authorizing board and, where necessary, shareholder resolutions and true and complete copies of its charter documents. (6) Seller shall have received from Purchaser evidence satisfactory to Seller and its counsel that the Consideration has been, or is in the process of being, delivered in the form of immediately available funds via wire transfer or other means acceptable to Seller.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated hereby and to be performed by it perform its respective obligations under this Agreement in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 above IV shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing DateDate (provided that any breach or misrepresentation resulting in a liability for which Buyer acknowledges in writing that it will indemnify Seller shall not be deemed to be a breach of this section); Buyer shall have performed and complied with all of its covenants hereunder in all material respects prior to the Closing; and Seller shall have received a certificate from a duly authorized officer of Buyer as to the satisfaction of this condition; (b) Buyer shall will have delivered to Seller a certificate to made the effect that each of the conditions specified above in deliveries contemplated by Section 7.02(a) is satisfied in all respects2.4; (c) Buyer shall since the date of this Agreement there must not have delivered been any change in law which, or announced contemplated change in law the passage of which, could reasonably be expected to Seller have, as a result of the items required under Section 2.07consummation of the transactions contemplated by this Agreement, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to a Material Adverse Effect on Seller; (d) Buyer shall will have procured insurance coverage provided to Seller a certificate from a reputable insurance provider equal in both scope duly authorized officer of coverage and amount Buyer certifying that all of coverage as Seller had in effect immediately prior the conditions precedent to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any closing of the transactions contemplated by this the Merger Agreement have been satisfied or waived as contemplated by the Merger Agreement. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior to the Closing.; and

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties of Purchaser set forth in Article 4 above shall will be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing DateDate (except to the extent expressly made as of an earlier date, in which case as of such date); (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall will not be any injunction, judgment, order, decree, rulingstipulation, injunction or charge in effect preventing consummation of any the transactions contemplated by this Agreement; (c) Purchaser will have delivered to Seller a certificate executed as of the Closing Date by an executive officer of Purchaser to the effect that the conditions specified in clause (a) above have been satisfied; (d) Purchaser will have delivered to Seller a certified copy of the resolutions of the board of directors of Purchaser authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement; (e) Purchaser will have executed and delivered to Seller the Escrow Agreement, the Registration Rights Agreement and the Stock Purchase Warrant; and (f) Seller shall have obtained a release, in a form acceptable to Purchaser's counsel, from Seller's lenders under the Credit and Pledge Agreement with respect to the transactions contemplated by this Agreement. Seller may waive any condition specified in this Section 7.02 7.2, except for Section 7.2(f), if it executes a writing so stating written waiver to that effect at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver by Seller) of the following conditions: (a) (i) Each of the representations and warranties of Buyer set forth in Article 4 above IV shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date;Date (other than such representations and warranties that refer specifically to an earlier date, which representations and warranties shall have been true and correct as of such earlier date), except where the failure of any such representation or warranty to be so true and correct has not had a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement. (b) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a) is satisfied performed or complied in all respects; (c) material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately at or prior to the Closing Date, including without limitation, any insurance relating . (c) Seller shall have received a certificate dated the Closing Date signed by Buyer to the Acquired Assets effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied (the Business, comprehensive general liability, property, casualty, business interruption, automobile “Buyer Closing Certificate”). (d) All applicable waiting periods under the HSR Act and worker’s compensation arrangements, all on terms satisfactory to Buyer; andOther Antitrust Laws shall have expired or been terminated. (e) there shall not be any injunction, judgment, order, decree, ruling, No Order enjoining or charge in effect preventing consummation of prohibiting any of the parties hereto from consummating the transactions contemplated by this Agreement. Seller may waive any condition specified hereby shall be in this Section 7.02 if it executes a writing so stating at or prior to the Closingeffect.

Conditions to Obligation of Seller. The obligation obligations of Seller to consummate the transactions to be performed by it in connection with the Closing is contemplated hereby are subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth contained in Article 4 above IV, to the extent qualified as to materiality shall be true accurate in all respects, and, to the extent not so qualified, shall be accurate in all material respects, as of the Closing Date as though such representations and correct warranties had been made at and as of that time; (b) Buyer shall have performed and complied with all of the covenants hereunder in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of through the Closing DateClosing; (bc) no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent consummation of any of the transactions contemplated by this Agreement, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; and (d) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a6.2(a)-(c) is satisfied in all respects;. (ce) Buyer Seller shall have delivered to Seller received an opinion of (i) Julix Xxxxxx Xxxxxx, Xxneral Counsel of Buyer, addressing the items required under matters set forth in Section 2.074.1 and 4.2, together with any other instruments necessary to acquire rightand (ii) Vinsxx & Xlkixx X.X.P. addressing the matters set forth in Section 4.4, title in each case, dated as of the Closing Date and interest including such exceptions and assumptions as are customary in and to the Acquired Assets and assume the Assumed Liabilitiessuch opinions, which instruments shall be reasonably satisfactory in form and substance reasonably acceptable to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 V above (taken collectively and individually) shall be true and correct in all material respects at and as of the date of this Agreement, and such representations and warranties (iitaken collectively and individually) shall be true and correct in all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, material respects at and as of the Closing Date, without giving any effect to any supplemental disclosure delivered by Buyer to Seller after the date of this Agreement; (b) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07no action, together with any other instruments necessary to acquire rightsuit, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments or proceeding shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope pending or threatened before any court or quasi-judicial or administrative agency of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Dateany federal, including without limitationstate, local, or foreign jurisdiction or before any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (i) prevent consummation of any of the transactions contemplated by this AgreementAgreement 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 effect); (d) the relevant parties shall have entered into mutually agreed to employment and consulting agreements as provided in Article III; (e) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby will be satisfactory in form and substance to Seller. Seller may waive any condition specified in this Section 7.02 7.2 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 to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by Seller) on or prior to the Closing Date of each of the following additional conditions: (a) Buyer shall have performed and satisfied in all material respects each of its agreements and obligations set forth in this Agreement required to be performed and satisfied by it at or prior to the Closing, including the receipt by Seller of all amounts required to be paid by Buyer at the Closing under Section 2.01. (b) (i) the The representations and warranties set forth of Buyer contained in Article 4 above Sections 5.01 (Organization and Existence) and 5.02 (Authorization) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, and (ii) all agreements of the other representations and covenants warranties of Buyer contained in this Agreement Agreement, shall have been performed or complied with by Buyer, in each case, at be true and correct as of the Closing Date; Date as though made on the Closing Date (b) Buyer shall have delivered without regard to Seller a certificate any express qualifier therein as to materiality), except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date) and except for such breaches that would in the aggregate not reasonably be expected to result in a material adverse effect that each of on Buyer’s ability to perform its obligations hereunder or to consummate the conditions specified above in Section 7.02(a) is satisfied in all respects;transactions contemplated hereby. (c) Buyer shall have delivered to Seller a certificate, dated as of the items required under Section 2.07Closing Date, together with any other instruments necessary to acquire rightexecuted on behalf of Buyer by an authorized individual thereof, title certifying that the conditions specified in Sections 7.03(a) and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller;7.03(b) hereto have been fulfilled. (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage delivered all the certificates, instruments, agreements and amount of coverage as Seller had in effect immediately prior other documents to the Closing Date, including without limitation, any insurance relating be delivered pursuant to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) 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. Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior to the Closing2.02(b).

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth of Buyer in Article 4 above 7 shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered performed and complied in all material respects with all agreements and covenants required to Seller a certificate be performed and complied with by Buyer under this Agreement at or prior to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respectsClosing; (c) Buyer shall have delivered to Seller the items required under Section 2.07no law, together with any other instruments necessary to acquire rightstatute, title and interest in and to the Acquired Assets and assume the Assumed Liabilitiesorder, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Daterule, including without limitationregulation, any insurance relating to the Acquired Assets and the Businessexecutive order, comprehensive general liabilityinjunction, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any injunctionstay, judgment, orderdecree or ruling shall have been enacted, decreeentered, ruling, promulgated or charge in effect preventing enforced by any court of competent jurisdiction or any governmental or regulatory authority or instrumentality that prohibits the consummation of any of the transactions contemplated by this Agreement; (d) No lawsuit shall be pending or threatened seeking to enjoin or delay the consummation of the transactions contemplated hereby; and (e) Seller shall have received from Buyer a certificate in form reasonably acceptable to Seller and signed by an appropriate officer of Buyer as to Buyer's compliance with the conditions set forth in paragraphs (a) and (b) of this Section 9.2. Seller may waive any condition specified in this Section 7.02 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 to be performed by it in connection with the Closing is subject to the satisfaction or waiver by Seller of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (b) Buyer shall have delivered deliver to Seller a certificate the Cash Component (as adjusted pursuant to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respects§2.2(b)); (c) Buyer shall have delivered execute and deliver to Xxxxx X. Xxxxxxx, Xx. the Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to SellerNon-Competition Agreement; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage execute and amount of coverage as deliver to Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; andLease; (e) there Buyer shall not deliver to Seller a certificate of 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 the other documents contemplated hereby to be any injunctionexecuted by Buyer, judgment, order, decree, ruling, or charge and (ii) stating that the resolutions adopted by Buyer’s board of directors authorizing the actions taken in effect preventing consummation of any of connection with the transactions contemplated by this Agreement. Seller may waive any condition specified , including without limitation the execution and delivery of this Agreement and the other documents contemplated hereby to be executed by Buyer and the consummation of the transactions contemplated hereunder, were duly adopted and continue in this Section 7.02 if it executes full force and effect (with a writing so stating at or prior copy of such resolutions to the Closingbe annexed to such certificate).

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties set forth in Article 4 Section 3(b) above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing Date; (bii) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (eiii) 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 a certificate to the effect that each of the conditions specified above in subsections 7(b)(i)-(iii) is satisfied in all respects; (v) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit B attached hereto, addressed to Seller, and dated as of the Closing Date; and (vi) 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 7.02 7(b) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of Seller. The obligation of Seller and CFC to consummate the transactions to be performed by it in connection with contemplated hereby at the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 Section 3(b) above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at when made and as of the Closing Date; (bii) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (eiii) 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 CFC a certificate to the effect that each of the conditions 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)(ii) and Section 3(b)(ii) 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); and (vi) Buyer shall have executed the Transition Services Agreement; and (vii) [Reserved.] (viii) all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Seller and CFC. Seller and CFC may waive any condition specified in this Section 7.02 8(b) if it executes they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) (i) the The representations and warranties set forth in Article Section 4 above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at and as of the Closing DateClosing; (bii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) The parties shall have obtained any authorizations, consents, or approvals of any governments or governmental agencies which may be required for the consummation of the transactions contemplated by this Agreement; (iv) 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); (v) Buyer shall have executed and delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.02(a7(b)(i)-(iv) above is satisfied in all respects; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (evi) there Seller shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any have agreed to the termination of the transactions contemplated Siemens Distribution Agreement by this Agreement. Seller may waive any condition specified a mutual termination agreement; and (vii) Siemens shall have consented in this Section 7.02 if it executes a writing so stating at or prior to the Closing.assignment by Seller to Buyer of the Siemens Supply Agreement in accordance with Section 16.2

Conditions to Obligation of Seller. The obligation of Seller to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 above Section 4.2 shall be true and correct in all material respects (disregarding all materiality, Material Adverse Effect and (ii) all agreements similar qualifiers in such representations and covenants contained in this Agreement shall have been performed or complied with by Buyerwarranties), in each case, case at and as of the Closing DateDate (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for such breaches or inaccuracies of the representations or warranties of Buyer in Section 4.2, if any, as would not have a Material Adverse Effect on Buyer; (b) Buyer shall have delivered performed and complied with in all material respects all of its obligations, covenants and agreements contained in this Agreement to Seller a certificate be performed or complied with by it at or prior to the effect that each of the conditions specified above in Section 7.02(a) is satisfied in all respectsClosing; (c) Buyer and Seller shall have delivered to Seller the items required under Section 2.07, together each be in compliance with any other instruments all material regulatory requirements of all applicable Governmental Authorities necessary to acquire right, title and interest in and to consummate the Acquired Assets and assume the Assumed Liabilities, transactions contemplated herein (all of which instruments shall be reasonably satisfactory in form full force and substance to Sellereffect as of the Closing); (d) Buyer no Order or Proceeding shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Datebe outstanding or pending that restrains, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (e) there shall not be any injunction, judgment, order, decree, rulingenjoins or otherwise prohibits, or charge in effect preventing could reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of any of the transactions contemplated by this Agreement; (e) Seller shall have received all of the deliveries required by Section 7.5; and (f) there shall be no bankruptcy, reorganization, receivership or arrangement proceedings pending against Buyer or any Affiliate of Buyer. Seller may waive any condition specified in this Section 7.02 7.3 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Seller. The obligation of Seller and CFC to consummate the transactions to be performed by it in connection with contemplated hereby at the Closing is subject to satisfaction of the following conditions: (a) (i) the representations and warranties of Buyer set forth in Article 4 Section 3(b) above shall be true and correct in all material respects and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Buyer, in each case, at when made and as of the Closing Date; (bii) Buyer shall have delivered to Seller a certificate to the effect that each performed and complied with all of the conditions specified above in Section 7.02(a) is satisfied its covenants hereunder in all respectsmaterial respects through the Closing; (c) Buyer shall have delivered to Seller the items required under Section 2.07, together with any other instruments necessary to acquire right, title and interest in and to the Acquired Assets and assume the Assumed Liabilities, which instruments shall be reasonably satisfactory in form and substance to Seller; (d) Buyer shall have procured insurance coverage from a reputable insurance provider equal in both scope of coverage and amount of coverage as Seller had in effect immediately prior to the Closing Date, including without limitation, any insurance relating to the Acquired Assets and the Business, comprehensive general liability, property, casualty, business interruption, automobile and worker’s compensation arrangements, all on terms satisfactory to Buyer; and (eiii) 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 CFC a certificate to the effect that each of the conditions 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 Hart-Scott-Rodino Act or the XXX Xxx xxxxx xxxe 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)(ii) and Section 3(b)(ii) 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); and (vi) Buyer shall have executed the Transition Services Agreement; and (vii) [Reserved.] (viii) all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Seller and CFC. Seller and CFC may waive any condition specified in this Section 7.02 8(b) if it executes they execute a writing so stating at or prior to the Closing.