Common use of Conditions to Obligation of Sellers Clause in Contracts

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).

Conditions to Obligation of Sellers. The obligation of Sellers each Seller to sell and transfer the Purchased Membership Interests and to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of each of the following conditions: (ia) the The representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 2.2 above shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vib) Sellers Buyer shall have received from performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) The closing of the PVFE Transaction shall have been completed. (d) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement 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); (e) Buyer shall have delivered to such Seller a certificate to the effect that each of the president conditions specified above in paragraphs (a) and secretary (b) of this Section 5.2 is satisfied in all respects, and that, to the knowledge of Buyer, dated as each of the Closing Date, certifying that the closing conditions set forth specified in Sections 7(b)(i), paragraph (ii), (iv), (vd) and (vii) are satisfied; andof this Section 5.2 is satisfied in all respects; (viif) 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing Datesuch Seller. Sellers Each Seller may waive any condition specified in this Section 7(b)5.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the 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 at or prior to the Closing Date, (ii) the representations and warranties of Buyer herein contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto shall have been be true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations if made at and agreements as of such date and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel a certificate signed by an officer of Buyer to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date;foregoing effect. (vib) Sellers shall have received from Buyer a certificate an opinion of the president and secretary of BuyerXxxxx, Xxxxxxx & Xxxxxxxxx, LLP dated as of the Closing Date, certifying that reasonably satisfactory in form and substance to Sellers. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the closing conditions set forth in Sections 7(b)(i)laws of jurisdictions other than Massachusetts, (ii)Delaware and the federal laws of the United States of America, (iv)upon opinions of counsel reasonably satisfactory to Sellers, (v) copies of which shall be contemporaneously delivered to Sellers, and (vii) are satisfied; andas to matters of fact, upon certificates of officers of Buyer. (viic) Buyer shall have received all consents, authorizations or approvals from relevant Governmental Authorities referred to in Section 3.03, in each case in form and substance reasonably satisfactory to Sellers, and no such consent, authorization or approval shall have been revoked. (d) Sellers shall have received all items specified in Section 2.02 of this Agreement and all other closing documents required that they may reasonably request, all in form and substance reasonably satisfactory to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)them.

Conditions to Obligation of Sellers. The obligation of the Sellers to consummate the transactions Transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties of the Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Article 4 shall be true and correct in all material respects on (except for any representations and warranties that are qualified by the concept of materiality, which shall be true and correct in all respects) at and as of the Closing Date with except to the same force extent such representations and effect as though made on and warranties by their terms speak as of the Closing Datean earlier date, except in which case they shall be true and correct as affected by transactions contemplated herebyof such earlier date; (iib) the Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants agreements, covenants, obligations and conditions contained in required by this Agreement to be have been performed and or complied with by them on or it prior to or at the Closing DateClosing; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection withc) the transactions contemplated by this Agreement and which would in the reasonable judgment Sellers’ Committee, on behalf of Sellers make it inadvisable to consummate such transactionsSellers, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of from the president and secretary of Buyer, dated as of the Closing Date, signed by an officer of the Buyer, certifying that the closing conditions set forth specified in Sections 7(b)(i), (ii), (iv), (v7.2(a) and (viib) are satisfiedhave been fulfilled; (d) no applicable law or injunction enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect; provided, however, that each of Sellers and the Buyer shall have used their respective commercially reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered; (e) the Buyer shall have delivered to the Sellers the Closing Cash Payment less the Escrow Amount as contemplated by Section 2.4(a)(ii)(A) and (b) and to the Escrow Agent the Escrow Amount; and (viif) all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties shall have received all other documents required authorizations, consents and approvals of Governmental Entities referred to be delivered by in Section 3.4 and Section 4.4; and (g) each of the Buyer under and the Escrow Agent shall have entered into the Escrow Agreement. Except for the conditions contained in paragraphs (b) and (f) of this Agreement at or prior to Section 7.2, the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)7.2 by a writing signed by Sellers’ Committee so stating delivered to the Buyer at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction (or waiver by Sellers, without further notice to parties in interest or approval by the Bankruptcy Court) of the following conditions: (ia) the The representations and warranties of Buyer herein contained made in this Agreement shall have been be true and correct as of the Closing Date as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in all material respects when made and, in addition, which case such representations and warranties shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) such earlier date). Buyer shall have in all material respects performed all obligations and agreements and or complied in all material respects with all their obligations and covenants and conditions contained in required by this Agreement to be performed and or complied with by them on or prior to Buyer by the Closing Date; (iii) no action or proceeding before any court or governmental agency . Buyer shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as delivered to Sellers a result certificate dated the Closing Date and signed by the chief financial officer of or in connection with) Buyer confirming the foregoing and certifying the resolutions of Buyer’s Board of Directors approving the transactions contemplated by this Agreement and which would in the reasonable judgment hereunder. (b) No provision of Sellers make it inadvisable to consummate such transactionsany applicable statute, and no court rule, regulation, executive order, decree, temporary restraining order, judgment, preliminary or permanent injunction or other order shall have been entered in any action enacted, entered, promulgated, enforced or proceeding instituted issued by any other Person which enjoins, restrains Governmental Entity shall be in effect that prevents the sale and purchase of the Purchased Assets or prohibits the consummation any of the transactions contemplated by this Agreement;. (ivc) Buyer There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding, (i) challenging or seeking to restrain, prohibit, alter or materially delay the sale and purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement or seeking to obtain from Sellers in connection with the sale and purchase of the Purchased Assets any material damages. (d) The Bankruptcy Court shall have executed entered the Sale Order and delivered the Buyer Notes; (v) Sellers Sale Order shall not have received from counsel been modified, amended or stayed, except as agreed to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to by Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer become a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)Final Order.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived in writing by the Seller Representative to the extent permitted by applicable law): (a) the closing of the transactions contemplated by the Institutional Seller SPA shall have occurred; (b) Parent and Purchaser shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by them in connection with it hereunder on or prior to the Closing is subject to satisfaction of the following conditions: Closing; US-DOCS\101033924.7 (ic) the representations and warranties of Buyer herein Parent and Purchaser (i) contained in Section 3.2(i) shall have been be true and correct in all material but de minimis respects when as of the date of this Agreement and as of the Closing Date as if made andas of such date (except to the extent such representation or warranty speaks solely as of another date, in additionwhich case such representation or warranty shall be so true and correct as of such other date), (ii) that contain any materiality or material adverse effect qualifications or limitations shall be true and correct in all respects (after giving effect to such materiality or material adverse effect qualifications and limitations) as at the date of this Agreement and as of the Closing Date as if made as of such date (except to the extent such representation or warranty speaks solely as of another date, in which case such representation or warranty shall be so true and correct as of such other date) and (iii) contained in this Agreement that are not referenced in clauses (i) and (ii) above shall be true and correct in all material respects on as at the date of this Agreement and as of the Closing Date with the same force and effect as though if made on and as of such date (except to the Closing Dateextent such representation or warranty speaks solely as of another date, except in which case such representation or warranty shall be so true and correct as affected of such other date); (d) there shall be no order, decree, or ruling by Governmental Authority, nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be pending, or which seeks to restrain, prevent or materially delay the transactions contemplated hereby;, or which otherwise questions the validity or legality of any such transactions; and (iie) Buyer there shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement be no Regulation enacted, entered, or enforced or deemed applicable to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and hereby which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action prohibit or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of render illegal the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver by Sellers in their sole and absolute discretion) of the following conditionsconditions on or before the Closing Date: (ia) the representations and warranties of Buyer herein contained set forth in ‎Article III hereof shall have been true be correct and correct complete in all material respects when made and, in addition, shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (other than representations and warranties that are qualified by materiality, Material Adverse Effect, or similar qualifications, which shall be correct and complete in all respects), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been correct and complete on and as of the Closing Date, except as affected by transactions contemplated herebysuch date; (iib) Buyer shall have performed in all material respects performed all obligations of the covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement required to be performed and complied with by them on or it under this Agreement prior to the Closing DateClosing; (iiic) no action Proceeding shall be pending or proceeding threatened before any court or governmental agency shall have been instituted or threatened which Governmental Body wherein an unfavorable Order would enjoin, restrain or prohibit (or seeks substantial damages as a result i) prevent consummation of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (ivd) Buyer shall have delivered to Sellers a certificate from the Secretary of State of its jurisdiction of formation confirming that Buyer is in good standing; (e) all filings required pursuant to the HSR Act and any similar or related Law with respect to the transactions contemplated herein shall have been made and any approvals required thereunder shall have been obtained or the applicable waiting period required thereby shall have expired or have been terminated; (f) the resignation of MII Life as custodian of the Purchased Accounts shall have become effective in accordance with the terms of the custodial agreements governing each of the Purchased Accounts; and (g) Buyer shall have executed and delivered to Sellers each and all of the Buyer Notesfollowing: (i) the Bxxx of Sale; (ii) the Assignment and Assumption Agreement; (iii) the Services Agreement; (iv) the Distribution Partnership Agreement; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing DateTransition Services Agreement; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and Trademark Assignment Agreement; (vii) are satisfiedthe Intellectual Property Assignment Agreement (viii) a bring down certificate of an officer of Buyer in form and substance reasonably satisfactory to Sellers; (ix) the R&W Insurance Policy, if any, duly executed by the underwriter thereof; and (viix) all such other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. instruments as Sellers may waive any condition specified in this Section 7(b)reasonably request to effect the transactions contemplated hereby.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) all of the representations and warranties of Buyer herein contained shall have been true set forth in this Agreement or in any Exhibit, Annex, Schedule or document delivered pursuant hereto(other than breaches of representations and correct in all material respects when made andwarranties dealt with prior to Closing pursuant to Section 6.6), in additionwithout regard to any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct in all material respects on as of the date of this Agreement and at and as of the Closing Date with the same force and effect as though such representations and warranties were made on at and as of the Closing Dateunless the aggregate failure of such representations or warranties to be true and correct does not have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, except it need only be true and correct in all respects as affected by transactions contemplated herebyof such date; (iib) Buyer shall have performed and complied with all of its covenants under this Agreement in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iiic) no action Proceeding shall be pending or proceeding threatened before any court Governmental Authority or governmental agency shall have been instituted or threatened which before any arbitrator wherein an unfavorable Decree would enjoin(i) prevent consummation of any of the transactions contemplated by this Agreement, restrain or prohibit (or seeks substantial damages as a result ii) cause any of or in connection with) the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Buyer or its Affiliates to own or control the Acquired Interests, or (D) affect adversely the right of Buyer or its Affiliates to own their assets or to operate the Business (and which would no such Decree shall be in effect); (d) Buyer shall have delivered to Sellers a certificate to the reasonable judgment effect that each of the conditions specified above in Section 8.2(a)-(c) is satisfied in all respects; (e) Buyer shall have delivered, at its sole expense, to Sellers make it inadvisable Representative evidence satisfactory to consummate such transactionsSellers Representative that all consents, waivers, approvals, authorizations or orders required to be obtained from any Governmental Authorities or other Persons, and no court order all filings required to be made with any Governmental Authorities or other Persons, by Buyer, other than with respect to the Permits, for the consummation by it of the transactions contemplated by this Agreement, including, without limitation all required approvals, clearance or decisions under the HSR Act, shall have been entered obtained and made; (f) the cooperation agreement, substantially in the form of Exhibit F attached to this Agreement, shall have been executed and delivered by each of the parties named therein; (g) all other transactions pursuant to which Buyer or any action of its Affiliates acquire assets or proceeding instituted by any other Person which enjoins, restrains operations related to the Business shall have been consummated prior to or prohibits the consummation of simultaneously with the transactions contemplated by this Agreement; (ivh) Buyer Buyer, Sellers and the Escrow Agent shall have executed and delivered entered into the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and Escrow Agreement dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (viii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated by this Agreement and all certificates, assignments, opinions, transfer instruments, and other documents required to be delivered effect the transactions contemplated by Buyer under this Agreement at or prior will be reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers and counsel for Sellers. Sellers Representative may waive any condition specified in this Section 7(b)8.2 on behalf of Sellers, if he execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate effect the transactions Transaction shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction of the following conditions, unless Sellers shall waive such fulfillment: (i1) This Agreement and the representations and warranties of Buyer herein contained Transaction shall have been true received all approvals, consents, authorizations, and correct waivers from governmental and other regulatory agencies and other third parties (including lien holders, holders of debt securities, lessors, and the shareholders of Sellers) required by law to consummate the Transaction (including the expiration of any applicable waiting period under any regulation or statute). (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. (3) The Purchaser shall have performed in all material respects when made and, in addition, shall be true and correct in all material respects on and as each of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and its agreements and complied in all material respects with all their covenants and conditions obligations contained in this Agreement required to be performed and complied with by them on or prior to the Closing Date;and shall have complied with all material requirements, rules and regulations of all regulatory authorities having jurisdiction relating to the Transaction. (iii4) no action or proceeding before any court or governmental agency The representation and warranties of the Purchaser set forth in this Agreement shall have been instituted or threatened which would enjoinbe true in all material respects as of the date of this Agreement and, restrain or prohibit (or seeks substantial damages except in such respects as do not materially and adversely affect the business of the Purchaser and is Subsidiaries, taken as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactionswhole, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation as of the transactions contemplated by this Agreement;Closing Time as if made as of such time. (iv5) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers EAG shall have received from the Purchaser evidence satisfactory to EAG 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 Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date;EAG. (vi6) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing All other conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered of all other agreements for the purchase and sale of the Acquired Assets between the Purchaser or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)an Affiliate of Purchaser and EHAG, EAG or an Affiliate of EHAG or EAG have been satisfied or waived.

Conditions to Obligation of Sellers. The obligation of Sellers Shareholders to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, (S) 4 above shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Parent and Buyer shall have performed and complied with all of its covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iii) no action action, suit, or proceeding shall be pending or threatened before any court or governmental quasi-judicial or administrative agency shall have been instituted of any federal, state, local, or threatened which foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would enjoin, restrain or prohibit (or seeks substantial damages as a result A) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in or (B) cause any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer shall have executed and delivered to Petrotech a certificate to the Buyer Noteseffect that each of the conditions specified above in (S) 5(b)(i)-(iii) is satisfied in all respects; (v) Sellers all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vi) Petrotech shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit C H attached hereto, addressed to SellersPetrotech, and dated as of the Closing Date; (vivii) Sellers Buyer shall have received from caused the Company Loans (except the Sellers Loan) to be paid and satisfied in full; (viii) all actions to be taken by the Buyer a certificate in connection with consummation of the president transactions contemplated hereby and secretary of Buyerall certificates, dated as of opinions, instruments, and other documents required to effect the Closing Date, certifying that the closing conditions set forth transactions contemplated hereby will be reasonably satisfactory in Sections 7(b)(i), (ii), (iv), (v) form and (vii) are satisfiedsubstance to Petrotech; and (viiix) all other documents required Parent shall have delivered to be delivered by Buyer Petrotech and the Shareholders resolutions from its Board of Directors (or Compensation Committee) granting options under this Agreement at or prior Parent's 1991 Stock Option Plan to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers individuals as set forth on Exhibit I. The Shareholders may waive any condition specified in this Section 7(b)(S) 5(b) if it executes a writing so stating at a prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Sellers) 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 on or prior to the Closing Date, (ii) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on and as (disregarding immateriality, materiality, Material Adverse Effect or any other derivation of any of the Closing Date with the same force foregoing contained in any such representations and effect as though warranties) when made on and at and as of the Closing Date, as if made at and as of such date, (except that any representation or warranty made as affected by of a specified date, other than the date hereof, shall only be required to have been true on and as of such date), except where any failure of such representations and warranties to be so true in all respects would not result in a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby; and (iii) CellStar shall have received a certificate signed by an officer of Buyer to the foregoing effect; (iib) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement delivered to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as Sellers a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, in form and substance reasonably satisfactory to CellStar, of the Secretary or an Assistant Secretary of Buyer certifying that attached thereto is a complete and correct copy of the closing conditions set forth charter, bylaws, and resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements executed in Sections 7(b)(iconnection herewith by it; and that such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the date hereof; (c) no order of any Governmental Authority shall be in effect which restrains or prohibits the transactions contemplated hereby, and no claim, suit, action, inquiry, investigation or proceeding in which it will be, or it is, sought to restrain, prohibit or change the terms of or obtain damages or other relief in connection with this Agreement or any of the transactions contemplated hereby, shall have been instituted by any person or entity, and which, in the reasonable judgment of CellStar (based on the likelihood of success and material consequences of such claim, suit, action, inquiry or proceeding), makes it impossible or unlawful to proceed with the consummation of the transactions contemplated hereby; (ii)d) Sellers shall have received an opinion of Blank Rome, LLP, counsel for Buyer, dated the Closing Date, in substantially the form attached hereto as EXHIBIT G; (iv), e) Buyer shall have entered into the Transition Services Agreement; (vf) and (vii) are satisfiedthe delivery of such other documents as Sellers may reasonably request to effect the transaction contemplated by the Transaction Documents; and (viig) all other documents required Buyer shall have entered into the Transaction Documents to which Buyer is to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified party thereto in this Section 7(b)accordance herewith.

Conditions to Obligation of Sellers. The Sellers’ obligation of Sellers to consummate the transactions contemplated by this Agreement and to take the other actions required to be performed taken by them in connection with the Sellers at Closing is subject to satisfaction the satisfaction, at or before Closing, of each of the following conditions:conditions (any of which may be waived by the Sellers, in whole or in part): (i) the The representations and warranties set forth in Article 4 of this Agreement (other than the Fundamental Representations), individually and collectively, must have been true and correct as of the date of this Agreement and must be true and correct as of the Closing Date as if made again on the Closing Date, in each case, in material all respects, except: (A) for any representation or warranty made as of a specific date or for a particular period, which must be true and correct as of such specific date or for such particular period; and (B) as would not reasonably be expected, individually or collectively, to prevent Buyer herein contained shall from consummating, or materially impair or delay Buyer’s ability to consummate, the transactions contemplated by this Agreement; and (ii) the Fundamental Representations set forth in Article 4 must have been true and correct in all material respects when made and, in addition, shall as of the date of this Agreement and must be true and correct in all material respects on and as of the Closing Date with the same force and effect as though if made again on and as of the Closing Date, except as affected by transactions contemplated hereby; (iib) Buyer shall must have in all material respects performed all obligations and agreements and complied in all material respects with all their the covenants and conditions contained in obligations under this Agreement required to be performed and or complied with by them on or it prior to the Closing DateClosing; (iiic) no action or proceeding before any court or governmental agency shall Buyer must have delivered to Sellers, in substantially the form attached hereto as Exhibit 6.2(c), a certificate dated as of the Closing Date certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been instituted satisfied; and (d) There must not be any final, non-appealable Order outstanding or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result any Law enacted since the date of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits prohibiting the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to satisfaction the fulfillment on or prior to the Closing Date of each of the following conditions, any one or more of which (to the extent permitted by applicable Law) may be waived by Sellers: (ia) the The representations and warranties of Buyer herein Purchaser contained shall have been true and correct in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on (other than those representations and warranties that are qualified by materiality or Material Adverse Effect or similar qualification, which shall be true and correct in all respects) both as of the date of this Agreement and as of the Closing Date with the same force Closing, other than such representations and effect as though warranties that are made on and as of the Closing Datea specified date, except which representations and warranties shall be true and correct as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations of such date. The covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on Purchaser at or prior to before the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted complied with in all material respects. (b) There shall not have occurred a Material Adverse Effect with respect to Purchaser on or threatened which would enjoinafter the Effective Date and prior to Closing. (c) No temporary restraining order, restrain preliminary or prohibit (permanent injunction, cease and desist Order or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court other order shall have been entered in any action or proceeding instituted issued by any other Person which enjoins, restrains Governmental Body shall be in effect prohibiting or prohibits the consummation of preventing the transactions contemplated by this Agreement;. (ivd) Buyer Parent shall have executed and delivered the Buyer Notes;following to Representative: (vi) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, certifying executed by a duly authorized officer of Purchaser representing that the closing conditions set forth in Sections 7(b)(iSection 6.2(a) and Section 6.2(b) have been satisfied (the “Purchaser Closing Certificate”); (ii) a certificate of the secretary of Purchaser certifying to (A) the articles of incorporation, as amended, of Purchaser, certified by the Secretary of State of the State of Nevada, as of a recent date, and stating that no amendments have been made to such certificate of organization since such date, (ii)B) all other Governing Documents of Purchaser and (C) the adoption of resolutions of Purchaser approving the transactions contemplated by the Transaction Documents, and (D) a good standing certificate, as of a recent date, for Purchaser certified by the Secretary of State of Nevada; (iii) evidence satisfactory to Sellers of the termination of any guarantees of Sellers of the Floor Plan; (iv), (v) evidence satisfactory to Sellers of the release of any liens on the assets and (vii) are satisfiedproperties of Sellers and their respective Affiliates related to the Floor Plan; and (viiv) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered a good standing certificate, as of a recent date, for Purchaser certified by the Closing Date. Sellers may waive any condition specified Secretary of State of the state of its incorporation. (e) The conditions set forth in this Section 7(b6.2 of the Merger Agreement shall have been satisfied or waived (other than those conditions that by their terms cannot be satisfied until the closing of the transactions contemplated by the Merger Agreement).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement shall be subject to be performed by them in connection with the satisfaction or waiver at or prior to the Closing is subject to satisfaction of each of the following additional conditions: (ia) the The representations and warranties of Buyer herein contained set forth in this Agreement shall have been true and correct in all material respects when made andas of the date of this Agreement, in addition, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (except to the extent that such representations and warranties are expressly intended to speak only as of an earlier date, except as affected by transactions contemplated hereby; (ii) Buyer in which case such representations and warranties shall have be true and correct in all material respects performed as of such date, and except to the extent that such representations and warranties are already qualified by terms such as "material" or "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all obligations respects on and as of the Closing Date). (b) Each of the agreements and complied in all material respects with all their covenants and conditions contained in this Agreement of Buyer to be performed and complied with by them on or Buyer pursuant to this Agreement prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency Date shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or duly performed and complied with in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement;all material respects. (ivc) Buyer shall have executed and delivered the Buyer Notes; (v) to Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing DateDate and signed on its behalf by its chief executive officer and its chief financial officer, certifying that as to the closing satisfaction by it of the conditions set forth in Sections 7(b)(i9.1(c), (ii), (iv), (v9.2(a) and (vii) are satisfied; and9.2(b). 41 Asset Purchase Agreement (viid) all other Between the date of this Agreement and the Closing Date, no change or event shall have occurred that has had a Material Adverse Effect on Buyer. (e) Buyer shall have delivered the Estimated Purchase Price in accordance with Section 3.2 and the documents required to be delivered by Buyer under this Agreement at or prior pursuant to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)4.3.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 3(b) above shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (viii) the Buyer 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 or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) the Parties and the Target shall have received from all other necessary authorizations, consents, and approvals of governments and governmental agencies; (vi) the Buyer a certificate shall have delivered to Sellers: (A) the Certificate of Incorporation of the president Buyer and secretary all amendments thereto, certified by the Secretary of State of Delaware; and (B) copies of (X) the Buyer’s resolutions of its Board of Directors authorizing and approving this Agreement and all of the transactions and agreements contemplated hereby and thereby, dated (Y) the Bylaws of the Buyer and (Z) the names of the officer or officers of the Buyer authorized to execute this Agreement and any and all documents, agreements and instruments contemplated herein, all certified by the Secretary of the Buyer to be true, correct, complete and in full force and effect and unmodified as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and ; (vii) are satisfiedthe Buyer shall have executed and delivered the Employment Agreement; (viii) the Buyer shall have delivered the consideration specified in Section 2(b)(i); (ix) the Buyer shall have taken the actions necessary to approve the appointment of Xxxxxxx Xxxxx and Xx Xxxxxx to its board of directors; and (viix) 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSeller. Sellers may waive any condition specified in this Section 7(b)6(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 4 above shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iii) no action there shall not be any injunction, judgment, order, decree, ruling, or proceeding before charge in effect preventing consummation of any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered to Chatham a certificate to the Buyer Noteseffect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under HSR shall have expired or otherwise been terminated and Chatham and Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (vi) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C I attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers Representatives. Sellers Representatives may waive any condition specified in this Section 7(b6(b), except for the HSR condition specified in Section 6(b)(v), if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to satisfaction the fulfillment on or prior to the Closing Date of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by the Representative (provided that no such waiver shall be deemed to have cured any breach of any representation, warranty or covenant made in this Agreement): (ia) the The representations and warranties of Buyer herein Purchaser contained shall have been true and correct in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on (other than those representations and warranties that are qualified by materiality or Material Adverse Effect or similar qualification, which shall be true and correct in all respects) both as of the date of this Agreement and as of the Closing Date with the same force Closing, other than such representations and effect as though warranties that are made on and as of the Closing Datea specified date, except which representations and warranties shall be true and correct as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations of such date. The covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on Purchaser at or prior to before the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted complied with in all material respects. (b) No temporary restraining order, preliminary or threatened which would enjoinpermanent injunction, restrain cease and desist Order or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court other order shall have been entered in any action or proceeding instituted issued by any other Person which enjoins, restrains Governmental Body shall be in effect prohibiting or prohibits the consummation of preventing the transactions contemplated by this Agreement. Any waiting period under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or been earlier terminated. 56 (c) Purchaser shall have delivered the following to the Representative: (i) the Closing Note/Cash Consideration, duly executed and delivered by Purchaser; (ivii) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, certifying executed by a duly authorized officer of Purchaser to the effect that the closing conditions set forth in Sections 7(b)(i)Section 6.2(a) and Section 6.2(b) have been satisfied; (iii) a certificate of the secretary of Purchaser certifying to (A) Purchaser’s Governing Documents, (iiB) the adoption of resolutions of Purchaser approving the transactions contemplated by the Transaction Documents, and (C) the incumbency of the officers signing the Transaction Documents on behalf of Purchaser (together with their specimen signatures), ; (iv)) a good standing certificate, as of a recent date, for Purchaser certified by the Secretary of State of the state of its organization; (v) the SPA Escrow Agreement, duly executed and delivered by Purchaser; (viivi) are satisfied; andthe Put Option Escrow Agreement, substantially in the form attached hereto as Exhibit B, duly executed and delivered by Purchaser; (vii) all such other documents required to be delivered by Buyer under this Agreement at documents, instruments or prior to the Closing Date certificates as shall be delivered reasonably requested by Seller or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)its counsel.

Conditions to Obligation of Sellers. The obligation of Sellers ----------------------------------- to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction of the following further conditions: (ia) the The representations and warranties of Buyer herein contained shall have been true TranSwitch and correct Merger Sub set forth in all material respects when made and, in addition, shall this Agreement will be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected otherwise contemplated by transactions contemplated hereby;this Agreement, and Alacrity will have received a certificate signed on behalf of TranSwitch by a duly authorized officer of TranSwitch to such effect. (iib) Buyer shall TranSwitch and Merger Sub will have performed in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement required to be performed and complied with by them on or under this Agreement prior to the Closing Date;, and Alacrity will have received a certificate signed on behalf of TranSwitch by officers of TranSwitch to such effect. (iiic) no action No proceeding challenging this Agreement or proceeding before any court the transactions contemplated hereby or governmental agency seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoinsbefore any court, restrains arbitrator or prohibits the consummation of the transactions contemplated by this Agreement;governmental body, agency or official and be pending. (ivd) Buyer TranSwitch shall have executed and delivered each of the Buyer Notes;Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an exhibit to the Merger Agreement. (ve) Sellers shall have received from counsel to Buyer an opinion all items specified in Section 2.2 of this Agreement and all other closing documents that they may reasonably request, all in form and substance as set forth in Exhibit C attached hereto, addressed reasonably satisfactory to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)them.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following further conditions: (ia) the The representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby;. (iib) Buyer shall have performed in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement required to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date Date. (c) Sellers shall be delivered or shall be tendered have a received a certificate signed by the Closing Date. Sellers may waive any condition specified in this Chief Executive Officer of Buyer confirming Section 7(b6.03(a) and (b). (d) Buyer shall have executed and delivered to Sellers the Sellers License. (e) Sellers shall have received (i) resolutions duly adopted by the Board of Directors of the Buyer approving the execution and delivery of this Agreement and all other necessary or proper corporate action to enable Buyer to comply with the terms of this Agreement, and (ii) all other documents it may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonable satisfactory to Seller. (f) Sellers shall have received a termination and release agreements, in form and substance satisfactory to DataLogic, from (i) each of David Daniels and Doux Xxxxx xxxxxing tx xxx xxxxination their respective employment agreements with IPN and fully and unconditionally releasing Sellers and their respective affiliates from any and all claims relating to such agreements, their employment by IPN, the Asset Purchase Agreement, dated September 15, 2005, by and among CBSi Holdings, Inc, IPN and DataLogic (the "CBSi Agreement") or the Agreement of Non-Competition and Earn-Out Compensation entered into in connection with the CBSi Agreement and (ii) from 7901 Property LLC agreeing to terminate Commercial Office Lease - Modified Gross, dated April 21, 2006, between 7901 Property LLC and IPN and fully an unconditionally releasing Sellers and their respective affiliates from any and all claims relating thereto.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the applicable Closing of the following conditions (any of which may be waived in writing by the Sellers to the extent permitted by applicable law): (a) Parent and Purchaser shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by them in connection with it hereunder on or prior to the Closing is subject to satisfaction of the following conditions:Closing; (ib) the representations and warranties of Buyer herein Parent and Purchaser (i) contained in Section 3.2(i) shall have been be true and correct in all material but de minimis respects when as of the date of this Agreement and as of the Closing Date as if made andas of such date (except to the extent such representation or warranty speaks solely as of another date, in additionwhich case such representation or warranty shall be so true and correct as of such other date), (ii) that contain any materiality or material adverse effect qualifications or limitations shall be true and correct in all respects (after giving effect to such materiality or material adverse effect qualifications and limitations) as at the date of this Agreement and as of the Closing Date as if made as of such date (except to the extent such representation or warranty speaks solely as of another date, in which case such representation or warranty shall be so true and correct as of such other date) and (iii) contained in this Agreement that are not referenced in clauses (i) and (ii) above shall be true and correct in all material respects on as at the date of this Agreement and as of the Closing Date with the same force and effect as though if made on and as of such date (except to the Closing Dateextent such representation or warranty speaks solely as of another date, except in which case such representation or warranty shall be so true and correct as affected by transactions contemplated herebyof such other date); (iic) Buyer Parent and Purchaser shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement delivered to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as Sellers a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, signed by an officer of Parent and of Purchaser and certifying that as to the closing satisfaction of the conditions set forth specified in Sections 7(b)(i), (ii), (iv), (v2.1(a) and (viib); (d) are satisfiedthe waiting period (or any extension thereof) under the HSR Act applicable to the purchase and sale of the Purchased Securities shall have expired or been earlier terminated; (e) there shall be no order, decree, or ruling by Governmental Authority, nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be US-DOCS\100678152.13 pending, or which seeks to restrain, prevent or materially delay the transactions contemplated hereby, or which otherwise questions the validity or legality of any such transactions; and (viif) all other documents required to there shall be delivered by Buyer under this Agreement at no Regulation enacted, entered, or prior enforced or deemed applicable to the Closing Date shall be delivered transactions contemplated hereby which would prohibit or shall be tendered render illegal the transactions contemplated by the Closing Date. Sellers may waive any condition specified in this Section 7(b)Agreement.

Conditions to Obligation of Sellers. The Sellers’ obligation of Sellers to consummate the transactions contemplated by this Agreement and to take the other actions required to be performed taken by them in connection with the Sellers at Closing is subject to satisfaction the satisfaction, at or before Closing, of each of the following conditions: conditions (iany of which may be waived by Sellers’ Representative, in whole or in part): (l) the representations and warranties set forth in Article 3 of Buyer herein contained shall this Agreement must have been true and correct accurate in all material respects when made and, in addition, shall as of the date of this Agreement and must be true and correct accurate in all material respects on and as of the Closing Date with the same force and effect as though if made again on and as of the Closing Date, except for any representation or warranty made as affected by transactions contemplated hereby; (ii) Buyer shall have of a specific date or for a particular period, which must be accurate in all material respects as of such specific date or for such particular period; (m) Buyer must have performed all obligations and agreements and complied in all material respects with all their the covenants and conditions contained in obligations under this Agreement required to be performed and or complied with by them on or it prior to Closing; (n) Buyer must have delivered to Sellers’ Representative a certificate dated as of the Closing Date; Date certifying that the conditions set forth in Section 5.2(a) and Section 5.2(b) have been satisfied; (iiio) no action injunction or proceeding before any court or governmental agency restraining order shall have been instituted issued by any Governmental Body, and be in effect, which restrains or threatened prohibits any transaction contemplated hereby; and (p) no Proceeding by any Governmental Body must have been commenced and remain pending against Buyer, Sellers or any Company which would enjoinprevent Closing. No Governmental Body shall have enacted, restrain issued, promulgated, enforced or prohibit (or seeks substantial damages as a result entered any Order which is in effect and has the effect of or in connection with) making the transactions contemplated by this Agreement and which would in the reasonable judgment illegal, otherwise restraining or prohibiting consummation of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in transactions or causing any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required hereunder to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).rescinded following completion thereof; 57

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing it under this Agreement is subject to satisfaction at or prior to Closing of the following conditions: (ia) the representations and warranties of Buyer herein contained shall have been true and correct forth in all material respects when made and, in addition, Section 3.3 shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (iib) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants covenants, agreements and conditions contained in this Agreement obligations required to be performed and complied with by them on or Buyer prior to the Closing Date; (iiic) no action there shall not be any injunction, judgment, order, decree, ruling, or proceeding before charge in effect preventing consummation of any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (ivd) the Sellers, the Company and/or Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3.2(h), 3.3(f), and 4.6. (e) the Chief Scientist of the Ministry of Industry and Commerce of the State of Israel shall have approved the transactions contemplated by this Agreement; (f) since the date of this Agreement, there shall not have occurred any event or development which reasonably could be expected to have, individually or in the aggregate, a Buyer Effect; (g) Provided that they have timely made application therefore and provided all necessary supporting information and documentation, certain of the Sellers who are residents of Israel and/or the Company shall have received a ruling from the Israeli Income Tax Commissioner to the effect that the transactions contemplated by this Agreement will not result in the recognition by such Sellers of taxable income until the sale of the Buyer Stock received by such Sellers; (h) Buyer shall have executed and delivered to Sellers a certificate to the Buyer Noteseffect that each of the conditions specified in Section 5.2(a) - (c) is satisfied in all material respects; (vi) each of the Sellers and Buyer shall have executed the Shareholder Agreement attached hereto as Appendix A; (j) Sellers shall have received from counsel to Buyer Buyers an opinion in form and substance as set forth in Exhibit C Appendix E attached hereto, addressed to the Sellers, and dated as of the Closing Date;; and (vik) Sellers who are U.S. taxpayers shall have received from Buyer counsel to Buyers an opinion to the effect that the transactions contemplated by this Agreement constitute a certificate tax-free reorganization under Section 368 of the president and secretary Code, subject however to each of Buyer, dated such Sellers providing such counsel written representations requested by such counsel as of a condition to rendering the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)opinion.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver by Sellers in their sole and absolute discretion) of the following conditionsconditions on or before the Closing Date: (ia) the representations and warranties of Buyer herein contained set forth in ‎Article III hereof shall have been true be correct and correct complete in all material respects when made and, in addition, shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (other than representations and warranties that are qualified by materiality, material adverse effect, or similar qualifications, which shall be correct and complete in all respects), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been correct and complete on and as of the Closing Date, except as affected by transactions contemplated herebysuch date; (iib) Buyer shall have performed in all material respects performed all obligations of the covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement required to be performed and complied with by them on or it under this Agreement prior to the Closing DateClosing; (iiic) no action Proceeding shall be pending or proceeding threatened before any court or governmental agency shall have been instituted or threatened which Governmental Body wherein an unfavorable Order would enjoin, restrain or prohibit (or seeks substantial damages as a result i) prevent consummation of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (ivd) Buyer shall have delivered to Sellers a certificate from the Secretary of State of its jurisdiction of formation confirming that Buyer is in good standing; (e) all filings required pursuant to the HSR Act and any similar or related Law with respect to the transactions contemplated herein shall have been made and any approvals required thereunder shall have been obtained or the applicable waiting period required thereby shall have expired or have been terminated; (f) the resignation of MII Life as custodian of the Purchased Accounts shall have become effective in accordance with the terms of the custodial agreements governing each of the Purchased Accounts; and (g) Buyer shall have executed and delivered to Sellers each and all of the Buyer Notesfollowing: (i) the Bxxx of Sale; (ii) the Assignment and Assumption Agreement; (iii) the Services Agreement; (iv) the Distribution Partnership Agreement; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing DateTransition Services Agreement; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and VEBA Administrative Services Agreement; (vii) are satisfiedthe Trademark Assignment Agreement; (viii) the Intellectual Property Assignment Agreement (ix) a bring down certificate of an officer of Buyer in form and substance reasonably satisfactory to Sellers; (x) the R&W Insurance Policy, if any, duly executed by the underwriter thereof; and (viixi) all such other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. instruments as Sellers may waive any condition specified in this Section 7(b)reasonably request to effect the transactions contemplated hereby.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to satisfaction the fulfillment on or prior to the Closing of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by Sellers (provided that no such waiver shall be deemed to have cured any Breach of any representation, warranty, or covenant made in this Agreement): (ia) the The representations and warranties of Buyer herein Purchaser contained in this Agreement shall have been true be true, correct, and correct complete in all material respects when made and(other than those representations and warranties that are Transactional Reps or are qualified by materiality or Material Adverse Effect or similar qualification, in addition, which shall be true true, correct, and correct complete in all material respects on respects) both as of the date of this Agreement and as of the Closing Date with the same force Closing, other AmericasActive:13598183.18 than such representations and effect as though warranties that are made on and as of the Closing Datea specified date, except which representations and warranties shall be true, correct, and complete as affected by transactions contemplated hereby;of such date. (iib) Buyer Purchaser shall have in all material respects performed all obligations and agreements and or complied in all material respects with all their obligations and covenants and conditions contained in required by this Agreement to be performed and or complied with by them on Purchaser at or prior to the Closing Date;Closing. (iiic) no action There shall not have occurred a Purchaser Material Adverse Effect. (d) No temporary restraining Order, preliminary, or proceeding before permanent injunction, cease and desist Order or other order issued by any court Governmental Body shall be in effect prohibiting or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) preventing the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement;Transaction Document. (iv) Buyer shall have executed and delivered the Buyer Notes; (ve) Sellers shall have each received from counsel to Buyer an opinion in form all applicable stockholder approvals required by Delaware law and substance as set forth in Exhibit C attached hereto, addressed each such Seller’s Governing Documents. (f) Purchaser shall have delivered the following to Sellers, and dated as of : (i) the Closing DateCash Consideration; (viii) Sellers shall have received from Buyer the Equity Interest not deposited into the Escrow Account; (iii) a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, certifying executed by a duly authorized officer or manager of Purchaser to the effect that the closing conditions set forth in Sections 7(b)(iSection 5.2(a), (iiSection 5.2(b), Section 5.2(c) and Section 5.2(d) have been satisfied; (iv) a certificate of an officer or management of Purchaser certifying to the accuracy and completeness of and attaching (A) a copy of the resolutions duly adopted by the directors of Purchaser, approving this Agreement and the execution and delivery of the Transaction Documents, and (B) the incumbency of the officers or managers signing the Transaction Documents on behalf of Purchaser (together with their specimen signatures), ; (v) a good standing certificate, dated within five (5) days of the Closing Date, of Purchaser and RAC, certified by the Secretary of State of Delaware; (vi) the Escrow Agreement, duly executed and delivered by Purchaser; (vii) are satisfiedthe Intellectual Property Assignment Agreement, duly executed and delivered by Purchaser; (viii) the Xxxx of Sale, duly executed and delivered by Purchaser; (ix) the Equity Documents, duly executed and delivered by RAC or such other applicable party; and (viix) all such other documents required to be delivered by Buyer under this Agreement at documents, instruments, or prior to the Closing Date certificates as shall be delivered reasonably requested by Sellers or shall be tendered by the Closing Datetheir counsel. Sellers may waive any condition specified in this Section 7(b).AmericasActive:13598183.18

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i1) the The representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 3 above shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi2) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (3) 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); (4) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Sections 7(c)(1)-(3) is satisfied in all respects; (5) Acquired Corporation shall have received from all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 7(a)(3)and 7(a)(4) above; (6) All actions to be taken by Buyer a certificate in connection with consummation of the president transactions contemplated hereby and secretary of Buyerall certificates, dated as of opinions, instruments, and other documents required to effect the Closing Date, certifying that the closing conditions set forth transactions contemplated hereby will be reasonably satisfactory in Sections 7(b)(i), (ii), (iv), (v) form and (vii) are satisfiedsubstance to Sellers; and (vii7) all other documents required to be delivered The release by Buyer under this Agreement at or prior to Union Bank of the Closing Date guaranties of certain Sellers disclosed in Schedules 2(b)(5) and 4(p)(1)(D) of the Disclosure Schedule shall be delivered or shall be tendered by to Sellers at the Closing Dateupon Buyer either assuming the obligations to Union Bank or discharging the same at Closing. Sellers may waive any condition specified in this Section 7(b)7(c) only by execution in writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The Sellers' obligation of Sellers to consummate sell the transactions Purchased Assets and to take the other actions required to be performed taken by them in connection with Sellers at the Closing is subject to satisfaction the satisfaction, at or before the Closing, of each of the following conditions:conditions (any of which may be waived by Sellers, in whole or in part): (ia) the The representations and warranties set forth in ARTICLE 3 of Buyer herein contained this Agreement, individually and collectively, shall have been true and correct accurate in all material respects when made and, in addition, as of the date of this Agreement and shall be true and correct accurate in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (iib) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their of its covenants and conditions contained in obligations under this Agreement to be performed and complied with by them on or prior to the Closing DateAgreement; (c) Buyer shall have delivered to Sellers in form and substance reasonably acceptable to Sellers: (i) a written opinion of Buyer's legal counsel; (ii) a certificate stating that each of the conditions specified in SECTIONS 5.2(A) and (B) have been satisfied; and (iii) no action such other certificates, instruments or proceeding before documents as Sellers may reasonably request; (d) There shall not be any court Proceeding or governmental agency shall have been instituted Order pending or threatened which Threatened or any Legal Requirement in effect that would enjoin, restrain or prohibit (or seeks substantial damages as a result prevent the consummation of or in connection with) any of the transactions contemplated by this Agreement and or which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered could result in any action Adverse Consequence against Buyer or proceeding instituted Sellers if the transactions contemplated by this Agreement were consummated;; (e) All Governmental Authorizations from any other Person which enjoins, restrains or prohibits Governmental Body that are necessary for the consummation of the transactions contemplated by this Agreement, including pursuant to the Xxxx- Xxxxx-Xxxxxx Antitrust Improvement Act, shall have been received and shall be in full force and effect. All necessary filings, declarations, and notices of Buyer and Sellers with or to any Governmental Body shall also have been made or given; (ivf) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfiedNew Real Property Leases; and (viig) Sellers' obligations, liabilities, responsibilities, commitments, and rights with respect to any supply agreements, customer agreements or leases with Xxxxxx'x, SUPERVALU, or their Affiliates, including the termination or waiver of all other documents required to be delivered by Buyer under this Agreement at or prior options relating to the Closing Date purchase of all or any portion of the Business, shall be delivered have been resolved to the satisfaction of Sellers, to the extent that any resolution in which Buyer is involved would adversely affect the obligations, liabilities, responsibilities, commitments, or shall be tendered by the Closing Date. rights of Sellers may waive any condition specified in this Section 7(b)after Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Article 3 shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as affected by transactions contemplated hereby; (ii) Buyer "material," in which case such representations and warranties shall have be true and correct in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (c) no action, suit, or proceeding shall be pending or, to the Knowledge of Sellers and the Doe Brothers, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement 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) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified in Section 7.2(a)-(c) is satisfied in all respects; (e) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been txxxxxxxxx xxx Xxxlers and Buyer shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4.3; (f) Buyer shall have delivered to Sellers (i) a copy of the Charter of Buyer certified by the Secretary of the State of Tennessee, and (ii) a certificate of existence of Buyer issued by the Secretary of the State of Tennessee; (g) Buyer shall have entered into the (i) Assumption Agreements and (ii) Registration Rights Agreement; (h) Sellers shall have received from the opinion of legal counsel to Buyer a certificate in the form attached hereto as Exhibit I; (i) all actions to be taken by Buyer in connection with consummation of the president transactions contemplated hereby and secretary of Buyerall certificates, dated as of opinions, instruments, and other documents required to effect the Closing Date, certifying that the closing conditions set forth transactions contemplated hereby will be reasonably satisfactory in Sections 7(b)(i), (ii), (iv), (v) form and (vii) are satisfiedsubstance to Sellers; and (viij) all each of the conditions precedent to the obligations of 99 West and the Doe Brothers to consummate the transactions contemplated by the Merger Agreement that are set forth in Section 7.2 of the Merger Agreement (other documents required to be delivered by Buyer under this Agreement than the condition set forth in Section 7.2(h) of the Merger Agreement) shall have been satisfied at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)7.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation obligations of Sellers to consummate the transactions to be performed by them in connection with the Closing is are subject to the satisfaction (or waiver by Sellers) of the following further conditions: (i) Buyer and MTC shall have performed in all material respects all of its obligations under the Transaction Documents required to be performed by it at or prior to the Closing, (ii) the representations and warranties of Buyer herein and MTC contained shall have been true and correct in all material respects when made and, in addition, the Transaction Documents shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though made on date of this Agreement and as of the Closing Date, as if made at and as of each such date, except that those representations and warranties which by their express terms are made as affected by transactions contemplated hereby; (ii) Buyer of a specific date shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement be required to be performed true and complied with by them on or prior to the Closing Date; correct only as of such date, and (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel a certificate signed by an officer of Buyer to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Dateforegoing effect; (vib) Sellers Buyer or applicable Buyer Companies and MTC shall have received from Buyer a certificate of the president executed and secretary of Buyerdelivered, dated as of on or before the Closing Date, certifying the Transaction Documents that are required to be executed by a Buyer Company and MTC, together with all other Closing deliverables set forth in Section 2.01; (c) Parent may deliver to the Shares Recipient the Purchase Price Shares in accordance with all Applicable Laws, including the Securities Laws, without any claims against Sellers or Lockheed Mxxxxx, including any claims for disgorgement of profits under Section 16 of the Securities Exchange Act of 1934, as amended, and the issuance of the Purchase Price Shares will not cause Buyer to be in breach of, nor has Buyer repudiated any rights under, any registration rights agreements to which Buyer is a party; provided, however, that if Closing were otherwise able to occur prior to Parent’s Initial Public Offering but for this Section 10.03(c), and Sellers indicate that the closing condition to Closing set forth in this Section 10.03(c) would not be satisfied because Lockheed Mxxxxx or any of its Affiliates intend to participate in the Initial Public Offering, Parent may satisfy this condition by delivering to Sellers an agreement in a form reasonably satisfactory to Lockheed Mxxxxx to deliver or issue such Purchase Price Shares (or, at the option of Buyer, the value of such shares in cash plus interest thereon) immediately following the Initial Public Offering which Purchase Price Shares shall be valued at the Actual IPO Price provided that, in the reasonable opinion of counsel to Lockheed Mxxxxx, delivery of such an agreement to satisfy this condition would be in accordance with all Applicable Laws, including the Securities Laws, without any claims against Sellers, Lockheed Mxxxxx or its Affiliates, including any claims for disgorgement of profits under Section 16 of the Securities Exchange Act of 1934, as amended, and provided further that if Closing has not occurred prior to the Initial Public Offering of Parent, and Lockheed Mxxxxx or any of its Affiliates has sold any Ordinary Shares prior to Closing and, as a result, the issuance of the Purchase Price Shares to the Shares Recipient could reasonably be expected to violate Applicable Laws, including the Securities Laws, or give rise to a claim against Sellers, Lockheed Mxxxxx or its Affiliates, including any claims for disgorgement of profits under Section 16 of the Securities Exchange Act of 1934, as amended, Sellers may delay Closing until such time as the Purchase Price Shares may be issued to the Shares Recipient without violating Applicable Laws, including the Securities Laws, or give rise to a claim against Sellers or Lockheed Mxxxxx or any of its Affiliates, including any claims for disgorgement of profits under Section 16 of the Securities Exchange Act of 1934, as amended, provided that Parent may satisfy this condition by delivering to Sellers an agreement in a form reasonably satisfactory to Sellers to deliver such Purchase Price Shares (or, at the option of Buyer, the value of such shares in cash plus interest thereon) after such period, not to exceed six months and one day from the date of such agreement, following which such Purchase Price Shares may be issued to the Shares Recipient without violating Applicable Laws, including Securities Laws, or give rise to a claim against Sellers, Lockheed Mxxxxx or its Affiliates, including any claims for disgorgement of profits under Section 16 of the Securities Exchange Act of 1934, as amended, provided that, in the reasonable opinion of counsel to Lockheed Mxxxxx, delivery of such an agreement to satisfy this condition would be in accordance with all Applicable Laws, including the Securities Laws, without any claims against Sellers, Lockheed Mxxxxx or its Affiliates, including any claims for disgorgement of profits under Section 16 of the Securities Exchange Act of 1934, as amended; (d) Parent or an Affiliate of Parent and Lockheed Mxxxxx or an Affiliate of Lockheed Mxxxxx shall have entered into a binding, definitive agreement to take effect upon Closing on the terms and conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfiedthe Side Letter Agreement; and (viie) all other documents required to be delivered by Buyer under this Agreement at no action or prior to the Closing Date Proceeding shall be delivered pending, or shall reasonably expected if Closing were to occur, before any court or other Governmental Authority that seeks to prohibit the issuance of any Purchase Price Shares, or impose damages or obtain other relief in connection with the proposed issuance of Purchase Price Shares, that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably would be tendered expected to adversely effect the validity, non-assessability, transferability or other characteristics of the Purchase Price Shares or result in any Lien being placed on such shares or any defect in the title held by the Closing Date. Sellers may waive any Shares Recipient upon issuance thereof, provided however that this condition specified shall not apply in this the event cash is paid in lieu of all such affected Purchase Price Shares under Section 7(b)2.01.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Article VI above shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (iib) each of the representations and warranties set forth in Article VI above that contains an express materiality or Material Adverse Effect qualification shall be true and correct in all respects at and as of the Closing Date; (c) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their of its covenants and conditions contained in this Agreement agreements hereunder to be performed and complied with or performed by them on or prior to Buyer through the Closing DateClosing; (iiid) no action or proceeding before any court or governmental agency Applicable Authority shall have been instituted or threatened which would enjoin, to restrain or prohibit (the transactions herein contemplated, and no Applicable Authority shall have taken any other action or seeks substantial damages made any request of Sellers as a result of or which Sellers reasonably and in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make good xxxxx xxxx it inadvisable to consummate such transactionsproceed with the transactions hereunder; and there shall not be any injunction, and no court order shall have been entered judgment, order, decree, ruling, or charge in effect preventing consummation of any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (ive) Buyer shall have executed and delivered a certificate to the Buyer Noteseffect that each of the conditions specified above in Sections 8.2(a) through 8.2(d) is satisfied; (f) Buyer shall have delivered an assumption agreement substantially in the form of Exhibit E, duly executed by Buyer, under which Buyer assumes the Assumed Liabilities; (g) Buyer shall not (i) be in receivership; (ii) have made any assignment for the benefit of creditors; (iii) have been adjudicated a bankrupt; (iv) have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor shall any such petition have been filed against any it or (v) Sellers shall have received from counsel entered into any agreement to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as do or permit the doing of any of the foregoing on or immediately after the Closing Date; (vih) Sellers shall have received from such other documents as the Sellers reasonably deem necessary to effect the transactions contemplated hereby and all actions to be taken by Buyer a certificate or Parent in connection with the consummation of the president transactions contemplated hereby and secretary of Buyerall certificates, dated as of the Closing Dateopinions, certifying that the closing conditions set forth in Sections 7(b)(i)instruments, (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to effect the transactions contemplated hereby will be delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers. Sellers may waive any condition specified in this Section 7(b)8.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of the Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of the Buyer herein contained shall have been true and correct in all material respects when made and, in addition, shall Section 3(a) must be true and correct in all material respects on and (without giving effect to any supplement to the Schedules or any qualification as to materiality or Buyer Material Adverse Effect)) as of the date of this Agreement and at Closing Date with the same force (except for those which refer to a specific date, which must be true and effect as though made on and correct as of the Closing Datesuch date), except as affected by to the extent such inaccuracies, violations, or breaches would not (or could not reasonably be expected to) result in a Buyer Material Adverse Effect or materially and adversely affect the Buyer’s ability to consummate the transactions contemplated herebyby this Agreement; (ii) the Buyer shall must have in all material respects performed all obligations and agreements and complied in all material respects with all their each of its covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to hereunder as of the Closing DateClosing; (iii) no action any required waiting period under the HSR Act shall have expired or proceeding before any court or governmental agency early termination shall have been instituted granted with respect to such period; (iv) the Buyer must have timely delivered all items required to be delivered at Closing pursuant to Section 2(e); (v) there must not be any injunction, judgment, order, decree, ruling or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result charge in effect preventing consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable or any suit or action pending by a Governmental Authority to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits enjoin the consummation of any of the transactions contemplated by this Agreement; (ivvi) the Buyer must have obtained all consents set forth on Schedule 8(b)(vi) (collectively, the “Buyer Required Consents”) in form reasonably acceptable to the Sellers; (vii) the audited financial statements described in Section 8(a)(vii) shall reflect financial results meeting the conditions described in Part III of Schedule 1(j); (viii) the Buyer shall have executed and delivered arranged for the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached heretoreplacement, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of effective on the Closing Date, certifying that of the closing conditions set forth in Sections 7(b)(iletters of credit required pursuant to Section 5(s), (ii), (iv), (v) and (vii) are satisfied; and (viiix) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date American Stock Exchange shall be delivered or shall be tendered by have approved the Closing Datelisting of the Units on the American Stock Exchange. The Sellers may waive any condition specified in this Section 7(b)8(b) if they execute a writing so stating at or before the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to ----------------------------------- consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 3.2 shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iiic) no action action, suit, or proceeding shall be pending before any federal or state court wherein an unfavorable injunction, judgment, order, decree, ruling or governmental agency shall have charge has been instituted or threatened which would enjoin, restrain or prohibit is likely to be issued (or seeks substantial damages as a result of or in connection withi) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the preventing consummation of the transactions contemplated by this Agreement, or (ii) causing any of the transactions contemplated by this Agreement to be rescinded following consummation; (ivd) Buyer shall have delivered to Sellers a certificate executed and delivered by a senior executive officer of Buyer to the Buyer Noteseffect that each of the conditions specified in Section 7.2(a)-(c) is satisfied in all material respects; (ve) Sellers shall have received from counsel to Buyer an a closing legal opinion in substantially the form and substance as set forth in of Exhibit C attached hereto7.2(e), addressed to Sellers, Sellers and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (viif) all other documents required to be delivered by Buyer appropriate HSR Act filings shall have been made and any applicable waiting period (and extensions thereof) under this Agreement at the HSR Act shall have expired or prior to the Closing Date shall be delivered or shall be tendered by the Closing Dateterminated. Sellers may waive any condition specified in this Section 7(b)7.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction (or waiver by Seller (subject to applicable law)) 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 at or prior to the Closing Date and (ii) the representations and warranties of Buyer herein contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall have been be true and correct correct, disregarding all qualifications and exceptions contained therein relating to materiality or material adverse affect, in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, as if made and as of such date, except that the representations and warranties that are made as affected by transactions contemplated hereby;of a specific date need be so true and correct only as of such date. (iib) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement delivered to be performed and complied with Sellers a certificate executed by them on or prior a duly authorized officer thereof to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying effect that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v9.03(a)(i) and (vii9.03(a)(ii) are have been satisfied; and. (viic) all other documents required Buyer shall have delivered to Sellers, the Adjusted Purchase Price (less the Escrow Amount) in immediately available funds by wire transfer to an account of Sellers with a bank designated by Sellers, by notice to Buyer, which notice shall be delivered by Buyer under this Agreement at or not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Sellers in such amount); provided, however, that the amount of funds to be delivered shall be reduced to the extent that Buyer is required to withhold any portion of the Purchase Price in respect of Taxes in any jurisdiction. (d) Buyer and each of its direct or indirect wholly-owned Subsidiaries that will purchase Acquired Assets hereunder shall have duly executed and delivered to the relevant Seller the assumption agreement substantially in the form of Exhibit H attached hereto or which otherwise complies with the laws (including Tax laws) applicable to any of the Acquired Assets as consequence of their location or ownership and is substantially similar to the form attached hereto as Exhibit H (the “Assumption Agreement”), which shall provide for the assumption of the Assumed Liabilities (other than Assumed Liabilities relating to the Leases) by Buyer or such wholly-owned Subsidiary of Buyer. (e) Buyer or a wholly-owned Subsidiary of Buyer shall have duly executed and delivered to Sellers each of the Lease Assignments and, if a wholly-owned Subsidiary of Buyer will be tendered the assignee under any such Lease Assignment, such Lease Assignment shall, at the request of Sellers, be accompanied by an unconditional guaranty of Buyer, in form and substance reasonably satisfactory to the lessor of the relevant lease, of such wholly-owned Subsidiaries obligations under the relevant lease. (f) Buyer shall have duly executed and delivered to Sellers the Transition Services Agreement. (g) Buyer shall have duly executed and delivered to Sellers the Escrow Agreement. (h) Buyer shall have delivered to the Escrow Agent the Escrow Amount in immediately available same-day funds by wire transfer to an account of the Escrow Agent designated by the Closing Date. Escrow Agent in the Escrow Agreement. (i) Buyer or a direct or indirect wholly-owned Subsidiary of Buyer shall have duly executed and delivered to Sellers may waive any condition specified in this Section 7(b)the Dallas Sublease.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to satisfaction satisfaction, at or prior to the Closing, of each of the following conditionsconditions unless Sellers shall have waived such satisfaction pursuant to Section 8.4: (ia) Each of the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on and as of the Closing Date Closing; (b) The Buyer shall have made payment of the Base Amount to the Sellers in accordance with the same force and effect as though made on and as of Section 2.2; (c) On or prior to the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their of the covenants and conditions contained set forth in this Agreement to be performed and or complied with by them on it at or prior to the Closing Date; (iiid) no action There shall not be any injunction, judgment, order, decree, ruling or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or charge in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the effect preventing consummation of the any transactions contemplated by this Agreement; (ive) Buyer shall Except as disclosed in the Schedule 4.13, (i) there are no actions, suits, investigations or pending, or, to the Knowledge of Companies or Sellers, threatened, against either of the Companies or any Seller or their assets and properties, at law or in equity, in, before, or by any Person that individually or in the aggregate have executed and delivered or would reasonably be expected to have a Material Adverse Effect on the Buyer Notes;Companies or either of the Sellers, (ii) there are no writs, judgments, decrees or similar orders of any Governmental Body with competent jurisdiction outstanding against either of the Companies that have or would reasonably be expected to have a Material Adverse Effect on the Companies or Sellers. (vf) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached heretoThe Board of Directors of Companies, addressed to the Sellers, and dated as the spouses of the Closing Date; (vi) Sellers Sellers, shall have received from Buyer a certificate approved the execution and delivery of this Agreement and the consummation of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)transactions contemplated hereby.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 4(b) above shall be true and correct in all material respects on at and as of the Closing Date with and the same force and effect as though made on and as covenants of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer in Section 5 above shall have been complied with in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; respects; (iii) no action ii)no action, suit or proceeding is pending before any court Governmental Body or governmental agency shall have been instituted or threatened which arbitrator wherein an unfavorable Order would enjoin, restrain or prohibit (or seeks substantial damages as a result A) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in or the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in other Transaction Documents or (B) cause any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; Agreement or the other Transaction Documents to be rescinded following consummation or (ivC) affect adversely the ability of Buyer to acquire the Limited Liability Interests free and clear of all liens and encumbrances (and no such Order shall be in effect); (iii) all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers required in respect of the transactions contemplated hereby shall have executed been filed, made or obtained, and all waiting periods applicable under Law, including, without limitation, under the HSR Act, shall have expired or been terminated; (iv)Buyer shall have delivered to Sellers a certificate to the Buyer Notes; effect that each of the conditions specified above Section 6(b)(i)-(iii) is satisfied in all respects; (v) Sellers shall have received from counsel Buyer all of the Closing Documents listed in Section 7(b) below; (vi)Sellers shall have received immediately prior to the Closing or simultaneously with the Closing the written consent of The CIT Group/Business Credit, Inc. to the transactions contemplated by this Agreement; and (vii) all actions to be taken by Buyer an opinion in connection with consummation of the transactions contemplated hereby and by the other Transaction Documents and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby and thereby will be reasonably satisfactory in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)6(b) if they execute a writing so stating at the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, section 5 above shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer Penton shall have performed and complied with all of its covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iii) no action action, suit, or proceeding shall be pending before any court or governmental quasi-judicial or administrative agency shall have been instituted of any federal, state, local, or threatened which foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would enjoin, restrain or prohibit (or seeks substantial damages as a result A) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in or (B) cause any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer Penton shall have executed and delivered to Sellers a certificate to the Buyer Noteseffect that each of the conditions specified above in section 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Sellers and the Companies and the DCI Subsidiary, and Penton shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in section 5(c) above; (vi) the relevant parties shall have entered into the Consulting Agreement attached hereto as Exhibit B and the same shall be in full force and effect; (vii) Sellers shall have received from counsel to Buyer Penton an opinion in form and substance as set forth in Exhibit C D attached hereto, addressed to Sellers, and dated as of the Closing Date;; and (viviii) Sellers Duke shall have received from Buyer Penton a certificate of written option to purchase the president and secretary of BuyerURL Duke.xxx xxx $1.00, dated as exercisable by Duke after the second anniversary of the Closing Date, certifying that and on such other terms as the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfiedparties shall mutually agree; and (viiix) all actions to be taken by Penton 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers. Sellers may waive any condition specified in this Section section 7(b)) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Sellers) 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 on or prior to the Closing Date, (ii) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on and as (disregarding immateriality, materiality, Material Adverse Effect or any other derivation of any of the Closing Date with the same force foregoing contained in any such representations and effect as though warranties) when made on and at and as of the Closing Date, as if made at and as of such date, (except that any representation or warranty made as affected by of a specified date, other than the date hereof, shall only be required to have been true on and as of such date), except where any failure of such representations and warranties to be so true in all respects would not result in a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby; and (iii) CellStar shall have received a certificate signed by an officer of Buyer to the foregoing effect; (iib) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement delivered to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as Sellers a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, in form and substance reasonably satisfactory to CellStar, of the Secretary or an Assistant Secretary of Buyer certifying that attached thereto is a complete and correct copy of the closing conditions set forth charter, bylaws, and resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements executed in Sections 7(b)(iconnection herewith by it; and that such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the date hereof; (c) no order of any Governmental Authority shall be in effect which restrains or prohibits the transactions contemplated hereby, and no claim, suit, action, inquiry, investigation or proceeding in which it will be, or it is, sought to restrain, prohibit or change the terms of or obtain damages or other relief in connection with this Agreement or any of the transactions contemplated hereby, shall have been instituted by any person or entity, and which, in the reasonable judgment of CellStar (based on the likelihood of success and material consequences of such claim, suit, action, inquiry or proceeding), makes it impossible or unlawful to proceed with the consummation of the transactions contemplated hereby; (ii)d) Sellers shall have received an opinion of Blank Rome, LLP, counsel for Buyer, dated the Closing Date, in substantially the form attached hereto as Exhibit G; (iv), e) Buyer shall have entered into the Transition Services Agreement; (vf) and (vii) are satisfiedthe delivery of such other documents as Sellers may reasonably request to effect the transaction contemplated by the Transaction Documents; and (viig) all other documents required Buyer shall have entered into the Transaction Documents to which Buyer is to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified party thereto in this Section 7(b)accordance herewith.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) each of the representations and warranties of Buyer herein contained Buyers set forth in Article IV shall have been true and be correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects when made and, (in addition, shall be true the case of any representation or warranty not qualified by materiality) on and correct in all material respects as of the date hereof and on and as of the Closing Date with the same force and effect as though made on at and as of the Closing DateDate (except those representations and warranties that address matters only as of a specified date, except the accuracy of which shall be determined as affected by transactions contemplated herebyof that specified date in all respects); (iib) Buyer Buyers shall have performed and complied with, in all material respects performed respects, all obligations covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement required to be performed and or complied with by them on Buyers under this Agreement at or prior to the Closing DateClosing; (iiic) no action or proceeding before any court or governmental agency Proceeding shall have been instituted be pending or threatened which in writing wherein an unfavorable Decree would enjoin, restrain or prohibit (or seeks substantial damages as a result i) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in or (ii) cause any of the reasonable judgment of Sellers make it inadvisable transactions contemplated by this Agreement to consummate such transactions, be rescinded following consummation (and no court order such Decree shall be in effect); (d) Buyers shall have been entered delivered to Sellers a certificate to the effect that each of the conditions specified in Sections 7.2(a) through (c) is satisfied; (e) Buyers shall have delivered to Sellers the deliveries set forth in Section 2.6(b); (f) Any required waiting periods (including any action or proceeding instituted by any other Person which enjoins, restrains or prohibits extension thereof) applicable to the consummation of the transactions contemplated by this AgreementAgreement under the HSR Act shall have terminated or expired, and all other consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained. (g) Buyers shall have delivered to Sellers a good standing certificate for each Buyer (other than Innova Global Europe) from the applicable Secretary of State (or equivalent Governmental Authority) from the jurisdiction in which each such Buyer was organized; (ivh) Buyer Buyers shall have executed delivered to Sellers a certificate of officers of each Buyer certifying that attached thereto are true and delivered complete copies of all resolutions adopted by the board of directors or board of managers, as applicable, of such Buyer Notesauthorizing the execution, delivery and performance of this Agreement and the other transaction documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) Sellers Buyers shall have received from counsel delivered to Buyer an opinion in form Sellers the Transition Services Agreement and substance the Escrow Agreement, each as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfiedduly executed by Buyers; and (viij) all other documents required Buyers shall deliver the Estimated Purchase Price to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this accordance with Section 7(b)2.2.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, 12 shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) all of the representations and warranties of Buyer herein contained shall have been true set forth in this Agreement or in any Exhibit, Annex, Schedule or document delivered pursuant hereto(other than breaches of representations and correct in all material respects when made andwarranties dealt with prior to Closing pursuant to Section 6.6), in additionwithout regard to any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct in all material respects on as of the date of this Agreement and at and as of the Closing Date with the same force and effect as though such representations and warranties were made on at and as of the Closing Dateunless the aggregate failure of such representations or warranties to be true and correct does not have a Material Adverse Effect; provided that if a representation or warranty is expressly made only as of a specific date, except it need only be true and correct in all respects as affected by transactions contemplated herebyof such date; (iib) Buyer shall have performed and complied with all of its covenants under this Agreement in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iiic) no action Proceeding shall be pending or proceeding threatened before any court Governmental Authority or governmental agency shall have been instituted or threatened which before any arbitrator wherein an unfavorable Decree would enjoin(i) prevent consummation of any of the transactions contemplated by this Agreement, restrain or prohibit (or seeks substantial damages as a result ii) cause any of or in connection with) the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Buyer or its Affiliates to own or control the Units, or (D) affect adversely the right of Buyer or its Affiliates to own their assets or to operate the Business (and which would no such Decree shall be in effect); (d) Buyer shall have delivered to Sellers a certificate to the reasonable judgment effect that each of the conditions specified above in Section 8.2(a)-(c) is satisfied in all respects; (e) Buyer shall have delivered, at its sole expense, to Sellers make it inadvisable Representative evidence satisfactory to consummate such transactionsSellers Representative that all consents, waivers, approvals, authorizations or orders required to be obtained from any Governmental Authorities or other Persons, and no court order all filings required to be made with any Governmental Authorities or other Persons, by Buyer for the consummation by it of the transactions contemplated by this Agreement, including, without limitation all required approvals, clearance or decisions under the HSR Act, shall have been entered in obtained and made; (f) [Reserved]; (g) all other transactions pursuant to which Buyer or any action of its Affiliates acquire assets or proceeding instituted by any other Person which enjoins, restrains operations related to the Business shall have been consummated prior to or prohibits the consummation of simultaneously with the transactions contemplated by this Agreement; (ivh) The Majority Bxxxxxxx Unitholders, Buyer and the Escrow Agent shall have executed and delivered entered into the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and Escrow Agreement dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (viii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated by this Agreement and all certificates, assignments, opinions, transfer instruments, and other documents required to be delivered effect the transactions contemplated by Buyer under this Agreement at or prior will be reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers and counsel for Sellers. Sellers Representative may waive any condition specified in this Section 7(b)8.2 on behalf of Sellers, if he executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The Sellers' obligation of Sellers to consummate sell the transactions Shares and to take the other actions required to be performed taken by them in connection with Sellers at the Closing is subject to satisfaction the satisfaction, at or before the Closing, of each of the following conditions:conditions (any of which may be waived collectively by Sellers, in whole or in part): (ia) the The representations and warranties set forth in Article 3 of Buyer herein contained shall this Agreement, individually and collectively, must have been true and correct accurate in all material respects when made and, in addition, shall as of the date of this Agreement and must be true and correct accurate in all material respects on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iiib) no action or proceeding before any court or governmental agency shall Buyer must have performed and complied with in all material respects all of its covenants and obligations under this Agreement; (c) Buyer must have delivered to Sellers in form reasonably acceptable: (i) a certificate stating that each of the conditions specified in Sections 5.2(a) and (b) have been instituted satisfied; and (ii) such other certificates, instruments or threatened documents as Sellers may reasonably request; and (d) There must not be any Proceeding or Order pending or Threatened or any Legal Requirement enacted since the date of this Agreement which would enjoin, restrain or prohibit (or seeks substantial damages as a result prevent the consummation of or in connection with) any of the transactions contemplated by this Agreement and or which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered could result in any action Material Adverse Consequence against Sellers, Buyer, the Company or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of Subsidiary if the transactions contemplated by this Agreement;Agreement were consummated. (ive) The execution of an employment agreement with Axx Xxxxxxx for the position of President and CEO of the Company for a term not less than three years, with salary and benefits as provided for in Schedule 5.1 . (f) The execution of a six month consulting contract between the Company and Dxxxx Xxxxxxx and Jxxxxx More with an aggregate compensation valued at $155,000 paid in monthly payments either, in cash or in unrestricted and freely tradable Buyer common stock, as mutually agreed by Company President and Parent valued at: (i) $25,000 per month for five months; (ii) a final payment valued at $30,000 on the sixth month; and (iii) otherwise in form acceptable to Buyer. In connection with the shares to be issued pursuant hereto, the Buyer shall issue the unrestricted common stock on the tenth calendar day of each month (or the next business day if the tenth calendar day falls on a weekend or governmental holiday). The value of the Buyer common stock shall be calculated per the 10 day weighted average [in accordance with the daily closing price of the Buyer as reported by Bloomberg, L.P.] during the month payment is made. (g) Axx Xxxxxxx shall be named to the Board of Directors of the Buyer. (h) The Board of Directors of the Buyer shall have executed and delivered approved the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to SellersAgreement, and dated as determine that the consideration to be paid in connection with the Agreement is fair to the shareholders of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).

Conditions to Obligation of Sellers. The obligation obligations of Sellers hereunder are subject to consummate the transactions fulfillment or satisfaction at or prior to be performed by them in connection with the Closing is subject to satisfaction of each of the following conditions:conditions (any one or more which may be waived by Sellers, but only in writing): (ia) the The representations and warranties of Buyer herein contained shall have been true and correct Buyers set forth in all material respects when made and, in addition, Article 6 above shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though if such representations and warranties were made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations provided that the receipt of such evidence and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation closing of the transactions contemplated by herein shall not be, nor be deemed to be, a waiver of the representations and warranties contained in this Agreement; (ivb) Buyer All of the terms, covenants and conditions of this Agreement to be complied with or performed by Buyers at or before Closing shall have executed and delivered the Buyer Notesbeen complied with or performed in all material respects; (vc) Buyers shall have delivered to the Sellers a certificate to the effect that each of the conditions specified in Sections 9.02(a) - (b) is satisfied in all material respects; (d) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (e) Sellers shall have received from Kramer, Levin, Naftalis & Xxxxxxx, counsel to Buyer for Buyers, an opinion in form and substance as set forth in Exhibit C G attached hereto, addressed to Sellers, and dated as of the Closing Date; (vif) Sellers No action or proceeding by any Governmental Body shall have received from Buyer a certificate be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfiedAcquired Assets contemplated hereby; and (viig) All actions to be taken by Buyers 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)Sellers.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions that are to be performed by them in connection with consummated at the Closing is subject to satisfaction the satisfaction, as of the Closing Date, of the following conditions:further conditions (any of which may be waived by Sellers in whole or in part): (ia) Each of the representations and warranties of Buyer herein contained shall have been true and correct Purchaser set forth in all material respects when made and, in addition, Article VI shall be true and correct in all respects, except where the failure to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a material respects adverse effect on Purchaser’s ability to perform its obligations under this Agreement and to consummate the Contemplated Transactions, in each case as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, Date (except to the extent in either case that such representations and warranties speak as affected by transactions contemplated hereby;of another date). (iib) Buyer Purchaser shall have in all material respects performed all obligations and agreements and or complied in all material respects with all their covenants and conditions contained in required by this Agreement to be performed and or complied with by them on Purchaser at or prior to the Closing Date. (c) Purchaser shall have delivered, or cause to be delivered, to Seller the following: (i) the Adjusted Base Purchase Price in accordance with Section 3.02(a); (ii) a certificate signed by an officer of Purchaser certifying that each of the conditions specified in subsections (a) and (b) of this Section 8.03 have been satisfied; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjointhe Escrow Agreement, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated executed by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this AgreementXxxxxxxxx; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated good standing for Purchaser issued as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or a date not more than 10 days prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive appropriate governmental agency (e.g., Secretary of State) of its jurisdiction of incorporation or formation; and (v) a certificate of the Secretary of Purchaser certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of Purchaser’s Organizational Documents; and (2) all requisite resolutions or actions of Purchaser’s managing member (or its board of directors) approving the execution and delivery of this Agreement, the other Collateral Agreements to which it is a party and the consummation of the Contemplated Transactions (as applicable), and (B) as to the incumbency and signatures of the officers of Purchaser executing this Agreement and any condition specified in this Section 7(b)other Collateral Agreement or other document, certificate or instrument relating to the Contemplated Transactions.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Section 3 above shall be true and correct in all material respects on at and as of the Closing Date with and Sellers have reviewed and consented to any updates to the same force and effect as though disclosure Schedules made on and as of the Closing Date, except as affected by transactions contemplated hereby; Buyer pursuant to Section 4.6; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iiic) no action action, suit, or proceeding shall be pending or threatened before any court or governmental quasi-judicial or administrative agency shall have been instituted of any federal, state, local, or threatened which foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would enjoin, restrain or prohibit (or seeks substantial damages as a result i) prevent consummation of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement;, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (ivd) Buyer shall have executed completed all Closing Actions and delivered Deliveries to be completed by Buyer in connection with consummation of the Buyer Notes; (v) transactions contemplated hereby and Sellers shall have received from counsel all Transaction Documents and certificates, instruments, and other documents required to Buyer an opinion effect the transactions contemplated hereby, duly executed by the appropriate parties thereto and in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior reasonably satisfactory to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers. Sellers may waive any condition specified in this Section 7(b)6.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction (or waiver by Sellers in its sole discretion), of the following further conditions, which are for their exclusive benefit: (ia) the The representations and warranties of Buyer herein contained set forth in this Agreement shall have been true and correct in all material respects when made and, in addition, at and as of the date hereof and shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though if made on at and as of the Closing Date, except as affected and Buyer shall have executed and delivered or cause to be delivered a certificate to Sellers to that effect. The receipt of such certificate at the Closing Date shall not constitute a waiver by transactions contemplated hereby;the Sellers of any of the representation and warranties of the Buyer which are contained in this Agreement. (iib) Buyer shall have performed or complied in all material Material respects performed with all obligations and agreements and complied in all material respects with all their covenants and conditions contained in required by this Agreement to be performed and or complied with by them on Buyer at or prior to the Closing Date;, and Buyer shall have executed and delivered or cause to be delivered a certificate to Sellers to that effect. The receipt of such certificate at the Closing Date shall not constitute a waiver by the Sellers of any of the covenants of the Buyer which are contained in this Agreement. (iiic) no action No Action shall be pending or proceeding threatened before any court court, judge, arbitrator or governmental agency shall have been instituted arbitration panel or threatened which other Governmental Entity or other Person wherein an unfavorable Order would enjoin, restrain or prohibit (or seeks substantial damages as a result i) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in or (ii) cause any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required Agreement to be delivered by Buyer under this Agreement at or prior to the Closing Date rescinded following consummation. No such Order shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)effect.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement shall be subject to be performed by them in connection with the satisfaction or waiver at or prior to the Closing is subject to satisfaction of each of the following additional conditions: (ia) the The representations and warranties of Buyer herein contained set forth in this Agreement shall have been true and correct in all material respects when made andas of the date of this Agreement, in addition, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (except to the extent that such representations and warranties are expressly intended to speak only as of an earlier date, except as affected by transactions contemplated hereby; (ii) Buyer in which case such representations and warranties shall have be true and correct in all material respects performed as of such date, and except to the extent that such representations and warranties are already qualified by terms such as "material" or "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all obligations respects on and as of the Closing Date). (b) Each of the agreements and complied in all material respects with all their covenants and conditions contained in this Agreement of Buyer to be performed and complied with by them on or Buyer pursuant to this Agreement prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency Date shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or duly performed and complied with in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement;all material respects. (ivc) Buyer shall have executed and delivered the Buyer Notes; (v) to Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing DateDate and signed on its behalf by its chief executive officer and its chief financial officer, certifying that as to the closing satisfaction by it of the conditions set forth in Sections 7(b)(i9.1(c), (ii), (iv), (v9.2(a) and (vii) are satisfied; and9.2(b). (viid) all other Between the date of this Agreement and the Closing Date, no change or event shall have occurred that has had a Material Adverse Effect on Buyer. (e) Buyer shall have delivered the Estimated Purchase Price in accordance with Section 3.2 and the documents required to be delivered by Buyer under this Agreement at or prior pursuant to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)4.3.

Conditions to Obligation of Sellers. The obligation obligations of Sellers to consummate the transactions to be performed by each of them in connection with the Closing is are subject to satisfaction of the following conditions: (i) the representations representations, warranties and warranties of Buyer herein contained shall have been true and correct acknowledgements set forth in all material respects when made and, in addition, Section 5 above shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iii) no action action, suit or proceeding shall be pending before any court or governmental quasi-judicial or administrative agency shall have been instituted of any federal, state, local or threatened which foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would enjoin, restrain or prohibit (or seeks substantial damages as a result a) prevent consummation of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this AgreementPurchase Agreement or (b) cause any of the transactions contemplated by this Purchase Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect); (iv) Buyer shall have executed and delivered to Agent a certificate to the Buyer Noteseffect that each of the conditions specified above in Sections 7.2(i)-(iii) is satisfied in all material respects; (v) Sellers all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vi) Agent shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached heretoreasonably satisfactory to Agent, addressed to Sellers, Sellers and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all actions to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be delivered by Buyer under this Agreement at or prior satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateAgent. Sellers may waive any condition specified in this Section 7(b)7.2 if Agent executes and delivers to Buyer a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The Each Seller’s obligation of Sellers to consummate sell the transactions Purchased Assets and to take the other actions required to be performed taken by them in connection with each Seller at the Closing is subject to satisfaction the satisfaction, at or before the Closing, of each of the following conditions:conditions (any of which may be waived by Sellers, in whole or in part): (ia) the The representations and warranties set forth in Article 3 of Buyer herein contained shall this Agreement, individually and collectively, must have been true and correct accurate in all material respects when made and, in addition, shall as of the date of this Agreement and must be true and correct accurate in all material respects on and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iiib) no action or proceeding before any court or governmental agency Buyer must have performed and complied with in all material respects its covenants and obligations under this Agreement; (c) Buyer must have delivered to Sellers in form reasonably acceptable to each Sellers a certificate stating that each of the conditions specified in Sections 5.2(a) and (b) have been satisfied; (d) Buyer shall have been instituted executed and delivered the Escrow Agreement; (e) Buyer shall have executed and delivered the Employment Agreements, which Employment Agreements remain conditioned upon and subject to the approval of Buyer’s Board of Directors; (f) Buyer must have delivered documentation satisfactory to Sellers that Buyer has obtained the release of the personal guarantees in Exhibit 5.2(f); (g) There must not be any Proceeding or Order pending or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result since the date of or in connection with) the transactions contemplated by this Agreement and which that would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits prevent the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (viih) all other documents required to be delivered All Governmental Authorizations that are necessary for the consummation of the transactions contemplated by Buyer under this Agreement at or prior to the Closing Date shall must have been received and must be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)full force and effect.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to Closing shall be performed by them in connection with the Closing is subject to the satisfaction (or waiver by Sellers), at or prior to the Closing, of each of the following conditions: (ia) each of the representations and warranties of Buyer herein Purchaser contained shall have been true and correct in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date); except (x) to the extent that any such untruth or incorrectness would not, individually or in the aggregate, result in a Purchaser Material Adverse Effect and (y) that the representations and warranties set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.17, 8.20 and 8.21 shall be true and correct in all respects on the date of this Agreement and as of the Closing Date as though made on the Closing Date, except as affected by transactions contemplated hereby;. (iib) Buyer shall have in all material respects performed all obligations each of the covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on Purchaser at or prior to before the Closing Dateshall have been performed in all material respects by Purchaser at or before the Closing; (iiic) no action or proceeding before any court or governmental agency Law shall have been instituted enacted, issued, promulgated, enforced or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoinsGovernmental Authority or Judicial Authority that prohibits, restrains makes illegal or prohibits enjoins the consummation of the transactions contemplated by this Agreement; (ivd) Buyer no Purchaser Material Adverse Effect shall have executed occurred and delivered the Buyer Notesbe continuing; (ve) the Required Consents (other than those required under Contracts to which any Seller is party) shall have been obtained; (f) Sellers shall have received from counsel to Buyer an opinion in form and substance as each of the items set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing DateSection 2.3(b); (vig) Sellers Purchaser shall have received from Buyer a certificate consummated the Tender Offer and all conditions thereto shall have been satisfied, including the Maximum Tender Condition; (h) the Class B Board Members shall have been appointed or elected (as applicable) to the board of directors of Purchaser and the board of directors of Purchaser shall be comprised solely of the president Class B Board Members and secretary Special Committee Nominated Board Members; (i) the Purchaser Ordinary Shares issuable under Article II shall have been authorized for listing on the NASDAQ Stock Market upon issuance; (j) the board of Buyer, dated as directors of Purchaser shall have duly adopted the Preference Share Resolutions; (k) all of the Closing Date, certifying that information required for Purchaser to report the closing conditions set forth consummation of the Transactions under the Exchange Act shall have been completed and delivered to Purchaser; (l) the Purchaser shall have created the Class B Preference Shares in Sections 7(b)(iaccordance with Section 2.4 to effectuate the voting rights granted to the Sellers in Section 9.7(a), and the form, terms and provisions of the Class B Preference Shares shall be satisfactory to the Sellers; (ii)m) the US$60 million investment in a new class of shares of ACDL, (iv)as described in the term sheet dated July 2, (v2012 by and among AXXX, XXX Xxxxxxxxxxx 00, LLC., Harbinger ACDL Blocker, Blue Line, Global Opportunities and Harbinger China Dragon Fund L.P., by its general partner, Global Opportunities Breakaway GP, L.L.C., and as contemplated in item 5 of Section 6.5(a) of the Sellers' Disclosure Letter, shall have been consummated in all material respects in accordance with the terms and (vii) are satisfiedconditions prescribed for such investment; and (viin) all other documents required to be delivered the transactions contemplated by Buyer under this the Insider Securities Transfer Agreement at or prior to the Closing Date shall be delivered or shall be tendered by consummated concurrently with the Closing Date. Sellers may waive any condition specified in this Section 7(b)Closing.

Conditions to Obligation of Sellers. The obligation obligations of Sellers hereunder are subject to consummate the transactions fulfillment or satisfaction at or prior to be performed by them in connection with the Closing is subject to satisfaction of each of the following conditions:conditions (any one or more which may be waived by Sellers, but only in writing): (ia) the The representations and warranties of Buyer herein contained shall have been true and correct Buyers set forth in all material respects when made and, in addition, Article 6 above shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as though if such representations and warranties were made on at and as of the Closing Date, except as affected by provided that the receipt of such evidence and the closing of the transactions contemplated hereby; herein shall not be, nor be deemed to be, a waiver of the representations and warranties contained in this Agreement; (iib) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their All of the terms, covenants and conditions contained in of this Agreement to be performed and complied with or performed by them on Buyers at or prior to the before Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted complied with or threatened which would enjoin, restrain or prohibit performed in all material respects; (or seeks substantial damages as a result of or in connection withc) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order Buyers shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits delivered to the consummation Sellers a certificate to the effect that each of the transactions contemplated by this Agreement; conditions specified in Sections 9.02(a) - (ivb) Buyer is satisfied in all material respects; (d) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have executed and delivered the Buyer Notes; expired or otherwise been terminated; (ve) Sellers shall have received from counsel to Buyer Kramer, Levin, Naftalis & Franxxx, xxunsel for Buyers, an opinion in form and substance as set forth in Exhibit C G attached hereto, addressed to Sellers, and dated as of the Closing Date; ; (vif) Sellers No action or proceeding by any Governmental Body shall have received from Buyer a certificate be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the president Acquired Assets contemplated hereby; and secretary of Buyer, dated as (g) All actions to be taken by Buyers in connection with consummation of the Closing Datetransactions contemplated hereby and all certificates, certifying that the closing conditions set forth in Sections 7(b)(i)opinions, (ii), (iv), (v) instruments and (vii) are satisfied; and (vii) all other documents required to effect the transactions contemplated hereby will be delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)Sellers.

Conditions to Obligation of Sellers. The obligation In addition to the conditions set forth in Section 8.1 above, the obligations of Sellers to consummate the transactions Closing shall be subject to be performed the satisfaction, or (to the extent permitted by them in connection with applicable Law) waiver by Sellers, on or prior to the Closing is subject to satisfaction Date, of each of the following further conditions: (ia) Each of the representations and warranties of Buyer herein contained in this Agreement shall have been be true and correct as of the Closing Date as if made on such date, except to the extent such representations and warranties relate to an earlier date (in all material respects when made and, in addition, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except for such breaches or inaccuracies of the Closing Date representations and warranties of Buyer that would not, individually or in the aggregate, have a Material Adverse Effect with the same force respect to Parent or Buyer; (b) Buyer shall have performed and effect as though made on complied in all respects with all covenants and obligations under Section 2.4 of this Agreement required to be performed and complied with by it as of the Closing Date, except as affected by transactions contemplated hereby; (ii) including the satisfaction of the delivery requirements set forth in Section 2.4, and Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their of its other covenants and conditions contained in obligations under this Agreement required to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vic) Sellers Written evidence (which shall have received from Buyer a certificate be reasonably satisfactory to Sellers) of the president and secretary of Buyer, dated as establishment of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied$5,000,000 stock award pool pursuant to Section 2.9; and (viid) all No Governmental Authority shall have issued any Order (and no Proceeding (other documents required to be delivered than any Proceeding brought or threatened by Buyer under this Agreement at any Acquired Company or prior to Seller or any of their respective Affiliates) seeking any of the Closing Date foregoing shall be delivered pending), which restrains, enjoins or shall be tendered by prohibits the Closing Date. Sellers may waive any condition specified in this Section 7(b)consummation of the Contemplated Transactions.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true set forth in ss.3(b) and correct in all material respects when made and, in addition, ss.3(c) above shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer and CMED shall have performed and complied with all of their respective covenants hereunder in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to through the Closing DateClosing; (iii) no action action, suit, or proceeding shall be pending or threatened before any court or governmental quasi-judicial or administrative agency shall have been instituted of any federal, state, local, or threatened which foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would enjoin, restrain or prohibit (or seeks substantial damages as a result A) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in or (B) cause any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer and CMED shall have executed and delivered to Sellers a certificate to the Buyer Noteseffect that each of the conditions specified above in ss.7(b)(i)-(iii) is satisfied in all respects; (v) the Parties and the Company shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(i), ss.3(b)(ii), ss.3(c)(ii), and ss.4(c) above; (vi) CMED shall have delivered to Sellers an executed piggyback registration rights agreement with respect to CMED Stock, substantially in the form set forth in Exhibit E attached hereto; (vii) Sellers shall have received from counsel to Buyer and CMED an opinion in form and substance as set forth in Exhibit C F attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (viiviii) all actions to be taken by Buyer and CMED 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers. Sellers may waive any condition specified in this Section 7(b)ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The ----------------------------------- obligation of Sellers each Seller to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction of the following further conditions: (iA) the representations and warranties of The Buyer herein contained shall have been true and correct performed in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all their obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement hereunder required to be performed and complied with by them on or prior to the Closing Date; Date (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoinincluding the delivery of the Promissory Notes and cash to the Sellers pursuant to Sections 2.2 and 2.3), restrain or prohibit (or seeks substantial damages as a result of or in connection withB) the transactions contemplated by representations and warranties of the Buyer contained in this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action certificate or proceeding instituted other writing delivered by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached pursuant hereto, addressed disregarding all qualifications and exceptions contained therein relating to Sellersmateriality or Material Adverse Effect, shall be true at and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that as if made at and as of such date with only such exceptions as could not, individually or in the closing conditions set forth in Sections 7(b)(i)aggregate, reasonably be expected to have a Material Adverse Effect and (C) each Seller shall have received a certificate signed by the Buyer to the foregoing effect. (ii)) There shall not be threatened, instituted or pending any action or proceeding by any Person before any court or governmental authority or agency, domestic or foreign, seeking to restrain or prohibit any Seller from selling such Seller's Interests or the performance by a Seller of such Seller's obligations hereunder. (iii) There shall not be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the purchase of the Interests, by any court, government or governmental authority or agency, domestic or foreign, that, in the reasonable judgment of the Company or the Members' Representative could, directly or indirectly, result in any of the consequences referred to in clause (i) or (ii) of this Section 10.3. (iv)) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (v) The Buyer shall have received all consents, authorizations or approvals from governmental agencies referred to in Section 6.3, in each case in form and substance reasonably satisfactory to such Seller, and no such consent, authorization or approval shall have been revoked. (viivi) are satisfied; andThe Buyer shall have paid in cash to NDB all principal and accrued and unpaid interest owed in connection with the 8% Subordinated Loan and the 6% Subordinated Loan. (vii) Spear, Leeds & Xxxxxxx, X.X. shall have delivered to NDB all other instruments evidencing the repayment of Indebtedness in connection with the SLK Loan. (viii) The Buyer shall have paid in cash to NDB all principal and accrued and unpaid interest owed by Xxxxx Xxxxx to NDB in connection with the Green Note. (ix) Spear, Leeds & Xxxxxxx, X.X. shall have offered membership positions with the Buyer to the applicable Persons whose names are set forth on Schedule IV. (x) The Buyer shall have returned to NDB the securities pledged to support the Secured Demand Notes and each such Secured Demand Note and the related agreements shall have been terminated without any further liability of NDB. (xi) The Buyer shall have returned the securities pledged to secure the three $1,000,000 secured demand notes payable to the Special Members (as defined in the Operating Agreement) (one secured demand note per Special Member) and the $500,000 secured demand note payable to the former wife of Xxxxx XxXxxxxx and each such secured demand note and the related agreements shall have been terminated. (xii) NDB, on behalf of the NDB Group, and the Members' Representative, on behalf of the Seller Individuals, shall have received all instruments and documents required to be delivered by Buyer under any Seller may reasonably request in connection with this Agreement at or prior and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)such Seller.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions: (ia) All of the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iiib) no action Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (c) No action, suit, or proceeding shall be pending or threatened before any court or governmental agency shall have been instituted or threatened which Governmental Authority wherein an unfavorable Governmental Order would enjoin, restrain or prohibit (or seeks substantial damages as a result i) prevent consummation of or in connection with) any of the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in or (ii) cause any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such Governmental Order shall be in effect); (ivd) Company's secured debt shall have been paid in full and Sellers shall have been released from any and all personal guaranties thereof; (e) Buyer and Sellers shall have executed and delivered the Buyer Notesemployment letters; (vf) Sellers shall have received consents to assignment of contracts from third parties and other consents identified as EXHIBIT F; (g) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached heretoreasonably acceptable to Sellers and its counsel, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (viih) 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 delivered by Buyer under this Agreement at or prior reasonably satisfactory in form and substance to the Closing Date shall be delivered or shall be tendered by the Closing DateSellers. Sellers may waive any condition specified in this Section 7(b)SECTION 7.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) each of the representations and warranties of Buyer herein contained shall have been true and correct set forth in all material respects when made and, in addition, Article IV shall be true and correct in all material respects on and as of the Closing Date with the same force and effect Date, as though such representation and warranty were made on and as of the Closing Date, except as affected by transactions contemplated hereby; (iib) Buyer shall have performed and complied with, in all material respects performed respects, all obligations and covenants, agreements and complied in all material respects with all their covenants and conditions contained in this Agreement obligations required to be performed and or complied with by them on Buyer under this Agreement at or prior to the Closing DateClosing; (iiic) no action or proceeding before any court or governmental agency the Required Consents and Filings and the other Regulatory Approvals shall have been instituted obtained or threatened which would enjoin, restrain or prohibit made; (or seeks substantial damages as a result of or d) no Decree shall be in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactionseffect, and no court order Law shall have been entered in any action enacted, entered, promulgated, enforced or proceeding instituted deemed applicable by any other Person which enjoinsGovernmental Authority, restrains that prohibits or prohibits makes illegal the consummation of the transactions contemplated by this Agreement; (ive) Buyer and Parent shall have executed delivered to Sellers a certificate (the “Buyer Closing Certificate”) to the effect that each of the conditions specified in Sections 7.2(a) and delivered the Buyer Notes(b) is satisfied; (vf) Sellers shall have received from counsel a certificate of the Secretary of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (g) Buyer shall have delivered to Buyer an opinion a good standing certificate for Buyer from the secretary of state of the jurisdiction under the Laws in form and substance as which Buyer is organized; (h) Buyer shall have delivered to Sellers the deliveries set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing DateSection 2.7(d); (vii) Sellers shall have received from Buyer a certificate evidence, satisfactory to Sellers in their sole discretion, that all obligations of the president Company Group with respect to the obligations and secretary liabilities relating to the Worker’s Compensation Liability have been fully satisfied and released or upon payment of Buyeran amount equal to the Worker’s Compensation Liability, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) will be fully satisfied and (vii) are satisfiedreleased; and (viij) all other documents required to be delivered by Buyer The transactions contemplated under this Agreement at or prior to the Closing Date Ohio SPA shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)have closed.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to satisfaction the fulfillment on or prior to the Closing Date of each of the following conditions:, any one or more of which (to the extent permitted by applicable Law) may be waived by the Sellers (provided that no such waiver shall be deemed to have cured any breach of any representation, warranty or covenant made in this Agreement): (ia) the The representations and warranties of Buyer herein Purchaser and Medytox contained shall have been true and correct in all material respects when made and, in addition, this Agreement shall be true and correct in all material respects on (other than those representations and warranties that are qualified by materiality or Material Adverse Effect or similar qualification, which shall be true and correct in all respects) both as of the date of this Agreement and as of the Closing Date with the same force Closing, other than such representations and effect as though warranties that are made on and as of the Closing Datea specified date, except which representations and warranties shall be true and correct as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations of such date. The covenants and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on Purchaser at or prior to before the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted complied with in all material respects. (b) No temporary restraining order, preliminary or threatened which would enjoinpermanent injunction, restrain cease and desist Order or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court other order shall have been entered in any action or proceeding instituted issued by any other Person which enjoins, restrains Governmental Body shall be in effect prohibiting or prohibits the consummation of preventing the transactions contemplated by this Agreement;. (ivc) Buyer Medytox shall have issued the Preferred Shares to the Sellers in accordance with Schedule 2 hereto. (d) Purchaser shall have delivered the following to the Sellers: (i) the $1,000,000 cash portion of the Transaction Consideration; and (ii) the Employment Agreements, each duly executed and delivered by the Buyer Notes;Company. (ve) Sellers Each of the Purchaser and Medytox shall have received from counsel delivered the following to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to the Sellers, and dated as of the Closing Date;: (vii) Sellers shall have received from Buyer a certificate of the president and secretary of Buyercertificate, dated as of the Closing Date, certifying executed by a duly authorized officer to the effect that the closing conditions set forth in Sections 7(b)(i)Section 6.2(a) and Section 6.2(b) have been satisfied; (ii) a certificate of the secretary certifying to (A) its Governing Documents, (ii)B) the adoption of resolutions approving the transactions contemplated by the Transaction Documents, (iv), (v) and (viiC) are satisfiedthe incumbency of the officers signing the Transaction Documents (together with their specimen signatures); (iii) a good standing certificate, as of a recent date, certified by the Secretary of State of the state of its organization; and (viiiv) all such other documents required to be delivered by Buyer under this Agreement at documents, instruments or prior to the Closing Date certificates as shall be delivered reasonably requested by Sellers or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)their counsel.

Conditions to Obligation of Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with effect the Closing is are further subject to satisfaction of the following conditions: (ia) the The representations and warranties of Buyer herein contained Purchaser, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx set forth in this Agreement (excluding any representation or warranty that refers specifically to “the date of this Agreement,” “the date hereof” or any other date other than the Closing Date) shall have been true and correct be accurate in all material respects when as of the Closing Date as if made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with (it being understood that, for purposes of determining the same force accuracy of such representations and effect as though made on and warranties as of the Closing Date, except as affected by transactions contemplated hereby;any inaccuracy that does not have a material adverse effect on the Purchaser shall be disregarded. (iib) Buyer Nuvelo shall have received the tender of the executed Release Agreement, in its favor and in the form attached hereto as Exhibit D, from each of Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx. (c) Purchaser, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx shall have performed in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement required to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date Date. (d) Sellers shall be delivered or shall be tendered have received from the Company’s Secretary a certificate having attached thereto (i) the Company’s Certificate of Incorporation as in effect at the time of the Closing, and (ii) resolutions approved by the Closing Date. Sellers may waive any condition specified in this Section 7(b)board of directors of the Company authorizing the transactions contemplated hereby. (e) The terms of the Nuvelo Promissory Note shall have been amended and/or waived to the satisfaction of Affymetrix and Nuvelo.

Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the 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 at or prior to the Closing 49 -43- Date, (ii) the representations and warranties of Buyer herein contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Buyer pursuant hereto shall have been be true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations if made at and agreements as of such date and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action Sellers shall have received a certificate signed by the Chief Financial Officer of Buyer to the foregoing effect. (b) No proceeding challenging this Agreement or proceeding before any court the transactions contemplated hereby or governmental agency seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or threatened governmental body, agency or official and be pending. (c) Sellers shall have received an opinion of Buyer's Counsel, dated the Closing Date, to the effect specified in Sections 5.01 through 5.04 and 5.07 and with respect to such other matters as Sellers shall reasonably request. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the laws of jurisdictions other than Massachusetts or the federal laws of the United States of America, upon opinions of counsel reasonably satisfactory to Seller, copies of which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable shall be contemporaneously delivered to consummate such transactionsSeller, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoinsas to matters of fact, restrains or prohibits the consummation upon certificates of the transactions contemplated by this Agreement;officers of Buyer. (ivd) Buyer shall have executed and delivered each of the Buyer Notes;Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an exhibit to this Agreement. (ve) Sellers shall have received from counsel to Buyer an opinion all items specified in Section 2.02 of this Agreement and all other closing documents that they may reasonably request, all in form and substance as reasonably satisfactory to them. (f) Millxx xxx Raven shall have received evidence satisfactory to them of the release of any personal guarantees by such persons of any loan or mortgage obligations of the Partnership with respect to the Purchase Real Estate, all of which are set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date;on Schedule 10.03. (vig) The Company shall have repaid Millxx xxx principal balance and accrued and unpaid interest (totaling $199,767.74) on those demand promissory notes in the face amount of $188,300. 50 -44- (h) Sellers shall have received from Buyer a certificate an opinion of Sellers' Counsel and the president and secretary Company shall have received an opinion of Buyer's Counsel, dated as of the Closing Date, certifying to the effect that the closing conditions set forth Buyer's purchase of Shares from Sellers and Raven in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to exchange for Buyer Stock that is described in Section 2.01 hereof will be delivered by Buyer under this Agreement at or prior to treated as a tax-free reorganization as described in Section 368 of the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b)Code.